~~May 28, 1996 Filing Desk~~

As filed with the Securities and Exchange Commission ~~450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form S-4 Moog Inc. Ladies and Gentlemen: Enclosed for filing~~ on behalf of Moog Inc. (the "Company") please find Form S-4, registering 10% Series B Senior Subordinated Notes due 2006 (the "New Notes") of the Company to be exchanged for outstanding 10% Senior Subordinated Notes due 2006 (the "Old Notes"). The Old Notes were privately placed pursuant to Rule 144A, Regulation S and Regulation D, and pursuant to a certain December 9, 2005

Registration Rights Agreement, either the exchange offer contemplated by the Form S-4 must be consummated or a shelf registration allowing resale of the Old Notes must be declared effective prior to November 12, 1996 or the interest rate on the Old Notes will increase to 10.5% permanently. Contemporaneously with this filing, a copy of the Form S-4 has been submitted to the American Stock Exchange. Questions regarding this filing should be directed to the undersigned at (716) 847-7020. Very truly yours, PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER By /s/Paul N. Edwards Paul N. Edwards, Esq. Enclosures cc: The American Stock Exchange Robert R. Banta, Executive Vice President, Moog Inc. ~~AS FILED WITH THE~~Statement No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON May 28, 1996 REGISTRATION STATEMENT NO. 333-_____ ___________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION ________________________ FORM

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ~~________________________~~

MOOG INC. ~~(Exact~~

(Exact name of registrant as specified in its charter) NEW YORK 16-0757636 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ROBERT T. BRADY Chairman of the Board, President and Chief Executive Officer EAST AURORA, NEW YORK


New York	3590	16-0757636
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

East Aurora, New York 14052-0018

(716) 652-2000 ~~(Address,~~

(Address, including zip code, and telephone number, including area code, of ~~registrant's~~

registrant’s principal executive offices) ~~____________________ (Name,~~

Robert R. Banta

Executive Vice President and Chief Financial Officer

East Aurora, New York 14052-0018

(716) 652-2000

(Name, address, including zip code, and telephone number,

including area code, of agent for service) ~~____________________ WITH A COPY TO: JOHN~~

Copies of all communications to:

John B. ~~DRENNING, ESQ. PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER 3400 Marine Midland Center~~ Drenning, Esq.

John J. Zak, Esq.

Hodgson Russ LLP

One M&T Plaza, Suite 2000

Buffalo, New York 14203 ~~____________________~~

(716) 856-4000

Approximate date of commencement of proposed sale of securities to the public: ~~AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.~~ As soon as practicable after this registration statement becomes effective and all other conditions to the exchange offer pursuant to the registration rights agreement described in the enclosed prospectus have been satisfied or waived.

If the ~~only~~ securities being registered on this Form are being offered ~~pursuant to dividend or interest reinvestment plans, please~~in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ~~[ ]~~o

If ~~the only securities being registered on~~ this Form ~~are~~is filed to ~~be offered on a delayed or continuous basis~~register additional securities for an offering pursuant to Rule ~~415~~462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Title of Each Class of

Amount to Be

Offering Price

Aggregate

Amount of

Securities to Be Registered

Registered

per Unit

Offering Price(1)

Registration Fee

6¹/4% Senior Subordinated Notes due 2015

$50,000,000

100%

$50,000,000

$5,350


(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 ~~other than securities offered only in connection with dividend~~ or ~~reinvestment plans, check the following box. [ ] ____________________~~ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Amount of Shares to be Amount to be Offering Price Aggregate Registra- Registered Registered Per Note (1) Offering Price (1) tion Fee __________________________________________________________________________ 10% Series B $120,000,000 100% of the $120,000,000 $41,379.31 Senior Sub- face amount ordinated Notes due 2006 _____________________ (1) Estimated solely for purposes of calculatinguntil the registration ~~fee.~~ ~~THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY~~statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)COMPLETION, DATED DECEMBER , ~~MAY DETERMINE.~~ ~~CROSS-REFERENCE SHEET LOCATION IN~~ 2005

PROSPECTUS OF INFORMATION REQUIRED BY PART I OF FORM S-4 ITEM NO. CAPTION LOCATION IN PROSPECTUS Item 1 Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.................. Facing Page of Regis- tration Statement; Cross-Reference Sheet; Outside Front and Inside Front Cover Page of Prospectus Item 2 Inside Front and Outside Back Cover Pages of Prospectus................ Inside Front and Outside Back Cover Pages of Prospectus Item 3 Risk Factors, Ratio of Earnings to Fixed Charges, and Other Information........................ Summary; Risk Factors; Business Item 4 Terms of the Transaction............ The Exchange Offer; Description of New Notes; Certain Federal Tax Considerations Item 5 Pro Forma Financial Information..... Summary Historical and Pro Forma Consolidated Financial Information; Capitalization Item 6 Material Contracts With the Company Being Acquired...................... Not Applicable Item 7 Additional Information Required for Reoffering by Persons and Parties Deemed to be Underwriters........... Plan of Distribution Item 8 Interests of Named Experts and Counsel............................. Legal Matters Item 9 Disclosure of Commission Position on Indemnification for Securities Act Liabilities......................... Not Applicable Item 10 Information with Respect to S-3 Registrants......................... Incorporation of Certain Documents by Reference Item 11 Incorporation of Certain Information by Reference........................ Incorporation of Certain Documents by Reference Item 12 Information With Respect to S-2 or S-3 Registrants..................... Not Applicable Item 13 Incorporation of Certain Information by Reference........................ Not Applicable Item 14 Information With Respect to Registrants Other than S-3 or S-2 Registrants... Not Applicable Item 15 Information With Respect to S-3 Companies........................... Not Applicable Item 16 Information With Respect to S-2 or S-3 Companies....................... Not Applicable Item 17 Information With Respect to Companies Other than S-2 or S-3 Companies..... Not Applicable Item 18 Information if Proxies, Consents or Authorizations Are to be Solicited.. Not Applicable Item 19 Information if Proxies, Consents or Authorizations are Not to be Solicited, or in an Exchange Offer.. Incorporation of Certain Documents by Reference; Summary; The Exchange Offer; Description of the New Notes; Certain Federal Tax Considerations [MOOG LOGO] OFFER TO EXCHANGE ALL OUTSTANDING 10% SENIOR SUBORDINATED NOTES DUE 2006 ($120,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING) FOR 10% SENIOR SUBORDINATED NOTES DUE 2006 OF

$50,000,000

MOOG INC. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON , 1996, UNLESS EXTENDED ____________________ Moog Inc., a New York corporation (the "Company"), hereby offers (the "Exchange Offer"), upon the terms and subject to the conditions set forth in this Prospectus and the accompanying Letter of Transmittal (the "Letter of Transmittal"),

Offer to exchange ~~$1,000~~$50.0 million aggregate principal amount of ~~its 10% Series B~~6¹/4% Senior Subordinated Notes due ~~2006, (the "New Notes"),~~2015 (which we refer to as the old notes) for $50.0 million aggregate principal amount of 6¹/4% Senior Subordinated Notes due 2015 which have been registered under the Securities Act of 1933, as amended ~~(the "Securities Act"), pursuant~~(which we refer to a Registration Statement (as defined herein) of which this Prospectus constitutes a part, for each $1,000 principal amount of the outstanding 10% Senior Subordinated Notes due May 1, 2006 (the "Old Notes") of the Company of which $120 million aggregate principal amount is outstanding. The New Notes and the Old Notes are collectively referred to herein as the ~~"Notes."~~ new notes). We refer to the offer to exchange the new notes for the old notes as the exchange offer in this prospectus.

The ~~Company~~exchange offer will ~~accept for exchange any and all Old Notes that are validly tendered and not withdrawn on or prior to~~expire at 5:00 p.m., New York City time on, , 2006, unless we extend the date the Exchange Offer expires, which will be , 1996, unless the Exchange Offer is extended (the "Expiration Date"). Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the business day prior to the Expiration Date, unless previously accepted for payment. The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. However, the Exchange Offer is subject to certain conditions which may be waived by the Companyexchange offer in our sole and ~~to the terms and provisions~~absolute discretion.

Terms of the ~~Registration Rights Agreement (as defined herein). See "The Exchange Offer." Old Notes may be tendered only~~exchange offer:


	•	We will exchange new notes for all outstanding old notes that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer.

	•	You may withdraw tenders of old notes at any time prior to the expiration or termination of the exchange offer.

	•	The terms of the new notes are substantially identical to those of the outstanding old notes, except that the transfer restrictions and registration rights to the old notes do not apply to the new notes.

	•	The exchange of old notes for new notes will not be a taxable transaction for U.S. federal income tax purposes, but you should see the discussion in this prospectus under the caption “Certain U.S. Federal Income Tax Considerations” for more information.

	•	We will not receive any proceeds from the exchange offer.

We issued the old notes in denominations of $1,000 and integral multiples thereof. The Company has agreed to pay the expenses of the Exchange Offer. The New Notes will be obligations of the Company entitled to the benefits of the Indenture (as defined herein) relating to the Old Notes. The form and terms of the New Notes are identical in all material respects to the form and terms of the Old Notes except that the New Notes have been registereda transaction not requiring registration under the Securities Act, and ~~following~~as a result, their transfer is restricted. We are making the ~~completion of the Exchange~~ ~~Offer, the Notes generally will not be entitled~~exchange offer to a contingent increase in the interest rate otherwise provided under certain circumstances. See "The Exchange Offer." SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. ___________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ____________________ The date of this Prospectus is _____________ , 1996. ~~The New Notes bear interest from May 10, 1996. Holders of Old Notes whose Old Notes are accepted for exchange will be deemed to have waived the~~satisfy your registration right, to receive any payment in respect of interest on the Old Notes accrued from May 10, 1996 to the date of the issuance of the New Notes. Interest on the New Notes is payable semi-annually on May 1 and November 1 of each year, commencing November 1, 1996, accruing from May 10, 1996 atas a rate of 10% per annum. The New Notes are redeemable at the option of the Company, in whole or in part, at any time on or after May 1, 2001 at the redemption prices set forth herein, together with accrued and unpaid interest, if any, to the date of redemption. In addition, upon the occurrence of a Change of Control (as defined), each holder of the ~~New Notes has the option~~old notes.

See “Risk Factors” beginning on page 11 for a discussion of risks you should consider prior to require the Company to make an offer to repurchase such holder's Notes at a redemption price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. The New Notes are unsecured senior subordinated obligations of the Company and are subordinated in right of payment to all existing and future Senior Indebtedness (as defined) of the Company, including indebtedness under its Bank Credit Facility (as defined). In addition, the New Notes are effectively subordinated to the obligations of the Company's subsidiaries. As of March 31, 1996, after giving pro forma effect to the Recapitalization, the aggregatetendering your outstanding amount of Senior Indebtedness of the Company would have been approximately $91.3 million and the aggregate outstanding amount of indebtedness of the Company's subsidiaries would have been approximately $22.6 million. Old Notes initially purchased by qualified institutional buyers, as defined pursuant to Rule 144A under the Securities Act ("Qualified Institutional Buyers"), were initially represented by a single, global Note in registered form ("Rule 144A Global Note"), registered in the name of a nominee of The Depository Trust Company ("DTC"), as depository. Old Notes initially sold in offshore transactions in reliance on Regulation S under the Securities Act were initially represented by a single global Note in registered form ("Regulation S Global Note" and together with the Rule 144A Global Note, the "Restricted Global Notes"), registered in the name of a nominee of DTCold notes for the accounts of Euroclear and Cedel. The New Notes exchanged for Old Notes represented by the Restricted Global Notes will each be represented by a single, global New Note in registered form ("Global New Notes"), registered in the name of an appropriate nominee of DTC, unless the beneficial holders thereof request otherwise. The Global New Notes will be exchangeable for New Notes in registered form, in denominations of $1,000 and integral multiples thereof. See "Description of the New Notes--Book-Entry Delivery and Form." Based on no-action letters issued by the staff ofexchange.

Neither the Securities and Exchange Commission ~~(the "Commission") to third parties,~~nor any state securities commission has approved or disapproved of these securities or passed upon the ~~Company believes the New Notes issued pursuant~~adequacy or accuracy of this prospectus. Any representation to the ~~Exchange Offer~~contrary is a criminal offense.

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to: Moog Inc., Seneca Street at Jamison Road, Corporate Offices, East Aurora, NY 14052, Attention: Investor Relations, (716) 652-2000. In order to ensure timely delivery of the information, any request should be made by , 2006, which is five business days before the exchange offer expires, unless extended.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to exchange ~~for~~ the ~~Old Notes may be offered~~ ~~for resale, resold and otherwise transferred by any holder thereof (other than (i) a broker-dealer who purchased~~new notes only where such ~~Old Notes directly from~~exchanges are permitted. The information contained in this prospectus is accurate only as of the ~~Company to resell pursuant to Rule 144A~~date of this prospectus, regardless of the time of delivery of this prospectus or any ~~other available exemption under the Securities Act or (ii) a person that is an "affiliate"~~sale of the ~~Company~~new notes. There may have been changes in our affairs since such date.

TABLE OF CONTENTS

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents we incorporate by reference, contains forward-looking statements within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act provided that the holder is acquiring the New Notes in its ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate, in the distribution of the New Notes. Holders of Old Notes wishing to accept the Exchange Offer must represent to the Company that such conditions have been met. In the event that the Company's belief is inaccurate, holders of New Notes who transfer New Notes in violation of the prospectus delivery provisionsSection 27A of the Securities Act and without an exemption from registration thereunder may incur liability under the Securities Act. The Company does not assume or indemnify holders against such liability. Each broker-dealer that receives New Notes in exchange for Old Notes held for its own account, as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaningSection 21E of the Securities Exchange Act. ~~This Prospectus,~~These statements are included throughout this prospectus, including in the section entitled “Risk Factors.” These forward-looking statements are not historical facts, but only predictions and generally can be identified by the use of statements that include terms such as ~~it may~~“believe,” “expect,” “anticipate,” “estimate,” “could,” “plan,” “intend,” “may,” “project,” “predict,” “will” and terms and phrases of similar import. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be ~~amended or supplemented from time to time, may~~inaccurate, and the forward-looking statements based on these assumptions could be ~~used by~~incorrect. While we have made these forward-looking statements in good faith and they reflect our current judgment regarding such broker-dealer in connection with resales of New Notes received in exchange for Old Notes. The Company has agreed that, for a period of 90 days after the Expiration Date, it will make this Prospectus and any amendment or supplement to this Prospectus available to any such broker-dealer for use in connection with any such resale. See "Plan of Distribution." The Company believes that no registered holder of the Old Notes is an affiliate (as such term is defined in Rule 405 under the Securities Act) of the Company. Proceedsmatters, actual results could vary materially from the ~~offering of the Old Notes (the "Offering") were used~~forward-looking statements. Accordingly, these forward-looking statements are qualified in their entirety by Moog to finance a recapitalization (the "Recapitalization"). See "The Recapitalization." The Company will not receive any proceeds from the Exchange Offer, and no underwriter is being utilized in connection with the Exchange Offer. After completion of the Exchange Offer, Old Notes which have not been exchanged for New Notes will remain outstanding. See "Risk Factors--Consequences of Failure to Exchange." THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION. Priorreference to the ~~Exchange Offer, there has been no public market for the Old Notes or New Notes. If a market for the New Notes~~ ~~should develop, the New Notes could trade at a discount from~~factors described in “Risk Factors” as

well as to other factors in this prospectus. The forward-looking statements included in this prospectus are made only as of their principal amount. The Company does not presently intend to list the New Notes on any stock exchange or trading market other than PORTAL, for which the Notes are eligible. There can be no assurance that an active public market for the New Notes will develop. The Company has been advised by Morgan Stanley & Co. Incorporated, the placement agent of the Old Notes (the "Placement Agent"), that, following completion of the Exchange Offer, it intends to make a market in the New Notes; however, it is underrespective dates, and we undertake no obligation to ~~do so~~publicly update these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and ~~any market-making activities with respect to~~assumptions, the ~~New Notes~~forward-looking events might or might not occur. Actual results and trends in the future may ~~be discontinued at any time. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference into this Prospectus~~differ materially depending on a variety of important factors.

These important factors include the following documents or information filed with the Commission: (a) Items 10, 11 and 13 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 (the "Form 10-K"); and (b) all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), on or after the date of this Prospectus and prior to the termination of the offering made hereby. Any statement contained herein or in any documents incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a subsequent statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST FROM WILLIAM P. BURKE, TREASURER OF THE COMPANY AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES LOCATED AT SENECA STREET AND JAMISON ROAD, EAST AURORA, NEW YORK 14052-0018, TELEPHONE NUMBER (716) 652-2000. IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS, ANY REQUEST SHOULD BE MADE BY 5 DAYS PRIOR TO EXPIRATION DATE. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Exchange Act, and in accordance therewith files periodic reports, proxy statements and other information with the Commission. Reports, proxy statements and other informationfollowing:


	•	fluctuations in general business cycles for commercial aircraft, military aircraft, space and defense products and industrial capital goods;

	•	our dependence on government contracts, which may not be fully funded or may be terminated;

	•	our significant indebtedness, which could limit our cash flow for operations and flexibility;

	•	the possibility that our subcontractors may fail to perform their contractual obligations, which may adversely affect our contract performance and our ability to obtain future business;

	•	the potential for cost overruns on fixed-price contracts and the risk that actual results may differ from estimates used, including those used in long-term accounting;

	•	the potential for substantial fines and penalties or suspension or debarment from future contracts in the event we do not comply with regulations relating to defense industry contracting;

	•	the potential that the demand for our products may be reduced if we are unable to adapt to technological change;

	•	the possibility that our new products and research and development efforts may not be successful, which would result in a reduction in our sales and profits;

	•	our dependence on certain major customers, such as The Boeing Company and Lockheed Martin, for a significant percentage of our sales;

	•	intense competition in our business which may require us to lower prices or offer more favorable terms of sale;

	•	higher pension costs and increased cash funding requirements, which could occur in future years if future actual plan results differ from assumptions used for our defined benefit plans, including returns on plan assets and discount rates;

	•	a write-off of all or part of our goodwill or other intangible assets, which could adversely affect our operating results and net worth and cause us to violate covenants in our bank agreements;

	•	our ability to successfully identify and consummate acquisitions and integrate the acquired businesses;

	•	our dependence on our management team and key personnel;

	•	the possibility that future terror attacks, war or other civil disturbances could negatively impact our business;

	•	our operations in foreign countries could expose us to political risks and adverse changes in local, legal, tax and regulatory schemes;

	•	the possibility that government regulation could limit our ability to sell our products outside the United States;

	•	the possibility of a catastrophic loss of one or more of our manufacturing facilities;

	•	the impact of product liability claims related to our products used in applications where failure can result in significant property damage, injury or death and in damage to our reputation;

	•	foreign currency fluctuations in those countries in which we do business and other risks associated with international operations; and

	•	the cost of compliance with environmental laws.

SUMMARY

This summary may ~~be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street,~~ N.W., Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the Commission located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, Northwestern Atrium Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can also be obtained at prescribed rates by writing to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. This Prospectus constitutes a part of a registration statement (the "Registration Statement") filed by the Company with the Commission under the Securities Act. As permitted by the rules and regulations of the Commission, this Prospectus does not contain all of the information ~~contained in the Registration Statement~~that may be important to you. You should read this entire prospectus and ~~the exhibits and schedules thereto and~~those documents incorporated by reference is hereby made to the Registration Statement and the exhibits and schedules thereto for further information with respect to the Company and the securities offered hereby. Statements contained herein concerning the provisions of any documents filed as an exhibit to the Registration Statement or otherwise filed with the Commission are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference. The Indenture (as defined) provides that the Company will furnish copies of the periodic reports required to be filed with the Commission under the Exchange Act to the holders of the Notes. If the Company is not subject to the periodic reporting and informational requirements of the Exchange Act, it will, to the extent such filings are accepted by the Commission, and whether or not the Company has a class of securities registered under the Exchange Act, file with the Commission, and provide the Trustee and the holders of the Notes within 15 days after such filings with, annual reports containing the information required to be contained in Form 10-K promulgated under the Exchange Act, quarterly reports containing the information required to be contained in Form 10-Q promulgated under the Exchange Act and from time to time such other information as is required to be contained in Form 8-K promulgated under the Exchange Act. If filing such reports with the Commission is not accepted by the Commission or prohibited by the Exchange Act, the Company will also provide copies of such reports, at its cost, to prospective purchasers of the Notes promptly upon written request. ~~SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and the Consolidated Financial Statements of the Company,~~into this prospectus, including the risk factors and financial data and related notes, appearing elsewhere in this prospectus. As used in this prospectus, "Moog" and the "Company" refer to Moog Inc., a New York corporation, and its subsidiaries. Market data and certain industry forecasts used throughout this prospectus were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified, and thebefore making an investment decision.

Our Company ~~makes no representation as to the accuracy of such information. THE COMPANY The Company, founded in 1951, is~~

Overview

We are a leading worldwide designer and manufacturer of ~~a broad range of~~ high performance, precision motion and fluid controls and control systems for a broad range of applications in aerospace, defense and industrial markets. Our products and systems ~~for aerospace~~include military and ~~industrial applications. Moog's servoactuation systems are critical to the~~commercial aircraft flight ~~control of commercial and military aircraft, in controlling the thrust of space launch vehicles,~~controls, satellite positioning controls, controls for steering tactical and strategic missiles, thrust vector controls for space launch vehicles and controls for positioning ~~satellites,~~gun barrels and automatic ammunition loading for military combat vehicles. Our products are also used in a wide variety of ~~electric and hydraulic~~ industrial applications, including injection molding machines for the plastics markets, metal forming, power generating turbines, simulators used to train pilots and certain medical applications. In fiscal 2005, our sales were $1.1 billion, our net cash provided by operating activities was $106.9 million, and our net earnings were $64.8 million.

Our customers fall into three groups, Original Equipment Manufacturers, or OEMs, that are customers of our aerospace and defense markets, OEM customers of our industrial business and aftermarket customers in all of our markets. Aerospace and defense OEM customers collectively represented 46% of our fiscal 2005 sales. The majority of these sales are to a small number of large companies. Due to the long-term nature of many of the programs, many of our relationships with aerospace and defense OEM customers are based on long-term agreements. Our OEM sales of industrial controls, which represented 33% of our fiscal 2005 sales, are to a wide diversity of customers around the world and are normally based on lead times of 90 days or less. We also provide aftermarket support, consisting of spare and replacement parts and repair and overhaul services, for all of our product applications. Our major aftermarket customers are the U.S. Government and the commercial airlines. In fiscal 2005, aftermarket sales accounted for 21% of total sales. Sales arising from U.S. Government prime or subcontracts, including military sales to Boeing and Lockheed Martin, were approximately 34% of our fiscal 2005 sales.

We have four reportable segments: (1) Aircraft Controls, (2) Space and Defense Controls, (3) Industrial Controls, and (4) Components.

Our Aircraft Controls Segment ($451.7 million, or 43%, of 2005 Sales)

Within Aircraft Controls, we design, manufacture and integrate primary and secondary flight controls for military and commercial aircraft, and provide aftermarket support. Our systems control large commercial transports, supersonic fighters, multi-role military aircraft, business jets and rotorcraft.

We are well positioned on both development and production programs. Typically, development programs require concentrated periods of research and development by our engineering teams and involve design, development, testing and integration. We are currently working on several large development programs including the F-35 Joint Strike Fighter, Indian Light Combat Aircraft, Boeing’s 787 Dreamliner, Airbus A400M and two unmanned aerial vehicles, the X-45 and X-47. The F-35 is the largest of these programs. The 787 and the A400M programs began design and development in 2004. Production programs are generally long-term manufacturing efforts that extend for as long as the aircraft builder receives new orders. Our large military production programs include the F/ A-18 E/ F Super Hornet, F-15 Eagle and the V-22 Osprey. Our large commercial production programs include the full line of Boeing 7-series aircraft.

Our Space and Defense Controls Segment ($128.5 million, or 12%, of 2005 Sales)

Our Space and Defense Controls segment provides controls for satellites and space vehicles, launch vehicles, tactical and strategic missiles, missile defense and defense controls. For the commercial and military satellite markets, we design, manufacture and integrate chemical and electric propulsion systems and space flight motion controls. Launch vehicles and missiles use our steering and propulsion controls, and the Space Station uses our couplings, valves and actuators. We design and build steering and propulsion controls for tactical and strategic missile programs, including VT-1, Hellfire and TOW. We supply valves on the final stage kill vehicle used in the U.S. National Missile Defense development initiative. We design and manufacture systems to position gun barrels and automatically load ammunition on military vehicles.

Our Industrial Controls Segment ($314.9 million, or 30%, of 2005 Sales)

Industrial Controls is a diverse segment, serving customers around the world and in many markets. Six major markets — plastics making machinery, power generating turbines, metal forming, heavy industry, material test and simulation — generate over half of our total sales in this segment. For the plastics making machinery market, we design, manufacture and integrate systems for all axes of injection and blow molding machines using leading edge technology, both hydraulic and electric. In the power generation turbine market, we design, manufacture and integrate complete control assemblies for fuel, steam and variable geometry control applications that include wind turbines. Metal forming markets use our designed and manufactured systems that provide precise control of position, velocity, force, pressure, acceleration and ~~force. Moog~~other critical parameters. Heavy industry uses our high precision electrical and hydraulic servovalves for steel and aluminum mill equipment. For the material test markets, we supply controls for automotive testing, structural testing and fatigue testing. Our hydraulic and electromechanical motion simulation bases are used for the flight simulation and training markets. Other markets include material handling and testing, auto racing, carpet tufting, paper mills and lumber mills.

Our Components Segment ($156.2 million, or 15%, of 2005 Sales)

Many of the same markets, including military and commercial aerospace, defense controls and industrial applications, that drive sales in our other segments affect Components. In addition, Components serves two medical equipment markets.

This segment’s three largest product categories, slip rings, fiber optic rotary joints and motors, serve broad markets. Slip rings and fiber optic rotary joints use sliding contacts and optical technology to allow unimpeded rotation while delivering power and data across a rotating interface. They come in a range of sizes that allow them to be used in many applications that include diagnostic imaging, particularly CT scan medical equipment featuring high-speed data communications, de-icing and data transfer for rotorcraft, forward-looking infrared camera installations, radar pedestals, material handling, surveillance cameras, packaging and robotics. Our motors are used in equally broad-based markets, many of which are the same as for slip rings. For the medical pump and blower market, and particularly sleep apnea equipment, Components designs and manufactures a series of miniature brushless motors that provide extremely low noise and reliable long life operation. Industrial markets use our motors for material handling, fuel cells and electric pumps. Military applications use our motors for gimbals, missiles and radar pedestals. Components has several other product lines including electromechanical actuators for military, aerospace and commercial applications, fiber optic modems that provide electrical-to-optical conversion of communication and data signals, avionic instrumentation, optical switches and resolvers.

Our Industry

We operate within the aerospace and defense and industrial products industries. Our Aircraft Controls and Space and Defense Controls segments are both affected by market conditions within the aerospace and defense industries, including program funding levels, while our Industrial Controls segment is ~~the recognized worldwide technological leader~~affected

by economic conditions and general market trends. Operations in our Components segment reflect both of these industries.

Aerospace and Defense

The military aircraft market is dependent on military spending for development and production programs. Military spending is expected to remain strong in the ~~precision controls market. In recent years~~near term. Production programs are typically long-term in nature, offering greater predictability as to capacity needs and future revenues. We maintain positions on numerous high priority programs, including the ~~Company has expanded its product lines through design~~F/ A-18E/ F, F-35 and ~~product innovations~~V-22, although these and ~~through the acquisition (the "Acquisition") in 1994~~other government programs can be reduced, delayed or terminated. The large installed base of ~~certain servoactuation product lines of AlliedSignal Inc. ("AlliedSignal"). In the fiscal year ended September 30, 1995, Moog's~~our products leads to attractive aftermarket sales and ~~EBITDA (as defined herein) were $374.3 million~~service opportunities. Aftermarket revenues are expected to continue to grow, due to military retrofit programs and ~~$46.0 million, respectively. In fiscal 1995, 51%~~increased flight hours resulting from increased military activity.

The commercial OEM aircraft market has historically exhibited cyclical swings and sensitivity to economic conditions, while the aftermarket, which is driven by usage of the ~~Company's sales were~~existing aircraft fleet, has proven to commercial aerospace and industrial customers and 49% were to government and military customers. Products, Customers and Markets The Company traces its origins to a single product, the electrohydraulic servovalve. Capable of controlling high pressure hydraulic fluid, the servovalve responds to electrical command signals which, when received, initiate a desired mechanical movement. From this single component, the Company's product lines and technological base have grown to include a broad range of electrohydraulic, electromechanical, electropneumatic and electric drive servoactuation systems and components. While the original applications for servovalves and servoactuation systems werebe more stable. Higher aircraft utilization rates result in the ~~aerospace industry,~~need for increased maintenance and spare parts and improve aftermarket sales. Boeing and Airbus have both recently increased production levels since air traffic growth has returned to historical average rates. Further production increases are projected.

The military and government space market is primarily dependent on the ~~Company and a wide variety~~authorized levels of ~~industrial machinery manufacturers throughout~~funding for satellite communications needs. We believe that government spending on military satellites will continue to trend upwards as the ~~world quickly recognized the benefits of using the Moog servovalve as a key component in automation.~~military’s need for improved intelligence gathering increases. The ~~Company believes that it is the recognized technology leader and is the~~commercial space market leader in terms of sales in four of its five principal product lines: commercial aircraft, military aircraft, space and missiles and industrial hydraulic controls. Described below are the Company's principal product lines and markets. Commercial Aircraft. In thecomprises large satellite customers, traditionally telecommunications companies. Trends for this market, for commercial aircraft controls ("Commercial Aircraft"), Moog supplies technologically advanced primary and secondary flight controls and engine controls to the major prime aircraft and engine manufacturers. Moog provides flight controls to The Boeing Corporation ("Boeing") for use on its 747, 757, 767 and 777 aircraft pursuant to exclusive contracts which contain pre-determined prices. The Boeing 747, 757 and 767 contracts run through 2002, while the Boeing 777 contract runs through 2006. Moog is also a supplier of servovalves on all Airbus Industries ("Airbus") models as well as ~~flight control actuators~~for commercial launch vehicles, follow the satellite replacement cycle of 7-10 years and the telecommunications companies’ need for increased capacity.

The tactical missile, missile defense and defense controls markets are dependent on many of the A330 and A340. In addition, the Company supplies a wide range of servovalves or servoactuators for the McDonnell Douglas Corporation ("McDonnell Douglas") MD- 11, the Boeing 737, the Gulfstream Aerospace Corporation ("Gulfstream") II, III and IV, and other business and regional aircraft. Sales in the Commercial Aircraftsame market ~~represented approximately 20% of Moog's fiscal 1995 sales. Military Aircraft. In the market for~~conditions as military aircraft, ~~controls ("Military Aircraft"), Moog supplies products similar to those supplied to the Commercial Aircraft market, with additional emphasis on technological performance, weight minimization~~including overall military spending and ~~combat survivability. Major programs on which Moog is represented include the F-14, F-15, F-16, F/A-18 C/D, F/A-18 E/F, B-2~~program funding levels.

Industrial

The industrial markets we serve are influenced by several factors, including capital investment, product innovation, economic growth, cost-reduction efforts and Taiwanese IDF. In addition, Moog is the principal source of "fly- by-wire" flight controls for helicopters, and has incorporated these advanced systems into the newly developed V-22 Osprey tiltrotor aircraft as well as the Army's Comanche helicopter. Military Aircraft accounted for approximately 35% of Moog's fiscal 1995 sales. As used in this prospectus, Military Aircraft and Commercial Aircraft are referred to together as "Aircraft Controls." Space and Missiles. Moog manufactures motion, fluid and propellant controls and systems which are used to control the flight and positioning of satellites, launch vehicles, the Space Shuttle and missiles. The Company believes it has the leading market share in satellite propulsion and strategic missile and launch vehicle thrust vector control ("TVC") systems, and is the technological leader in electric propulsion, gel propellant controls, thrusters and valves. Approximately 12% of Moog's fiscal 1995 sales were in the market for space and missiles controls ("Space and Missiles"). As used in this prospectus, Space and Missiles and Aircraft Controls are referred to together as "Aerospace." Industrial Hydraulics. The Company serves the market for industrial hydraulic controls ("Industrial Hydraulics") primarily through the manufacture of over 15,000 custom designed variations of precision heavy-duty industrial servovalves. Moog believes it is the recognized world leader in terms of breadth of product offering, technology and market share for industrial servovalves. The Company estimates that customers for this product line include over 1,500 manufacturers of automated industrial machinery in which Moog servovalves are the key elements providing interfaces between the customer's control electronics and motion producing hydraulic systems. Sample applications include plastic injection and blow molding machines, industrial steam and gas turbines, steel rolling mills, sawmill equipment, metal forming presses, mobile and marine equipment and fatigue testing machines. Moog's strength in this market is derived from its engineering expertise and proven capability in solving complex motion control problems. Moog's sales in the Industrial Hydraulics market accounted for approximately 20% of its fiscal 1995 sales. Industrial Electrics. Moog's primary products in the market for industrial electric controls ("Industrial Electrics") are high performance, custom designed brushless DC motors, motor controllers and microprocessor based machine controls. The customers for these products are high performance machinery manufacturers throughout the world who require control systems and electric drives that improve the speed, accuracy, quality and reliability of their machinery. Applications for the Company's products include plastic injection and blow molding machines, material handling robots, rug manufacturing, packaging equipment, and other specialty machines. The Company's electric control technology has recently been adapted for gun turret controls on military ground vehicles and forms the basis for Moog's complete line of electrically driven motion platforms used in the small but rapidly growing entertainment simulation market. Approximately 13% of Moog's fiscal 1995 sales were in the Industrial Electrics market. Industrial Electrics and Industrial Hydraulics are referred to together in this prospectus as "Industrial Controls." Business Strategy The Company's objective is to enhance its present global leadership positions in Aerospace and Industrial Controls. Key elements of the Company's principal business strategy include: Enhance Market Leadership. The Company focuses on high-end precision control markets. In product areas representing approximately 87% of its fiscal 1995 sales, the Company believes it is the technological leader and the market leader in terms of sales. In Aircraft Controls, Moog is the recognized world leader in technologically advanced control systems and components that are custom designed to perform to exacting specifications. The Company also believes that it is the largest supplier of flight controls and servovalves to the worldwide Aerospace market. Due to Moog's proven ability to meet or exceed the original equipment manufacturers' ("OEMs") technological specifications, the Company is a sole source supplier of certain flight controls for both the B-2 and V-22, as well as Boeing's 747, 757, 767 and 777 aircraft. In industrial servovalves, the Company estimates it currently has a 35% share of the worldwide market. Moog continually improves its line of servovalves and servoactuators to provide its customers with the optimal solution in terms of performance, price and quality. Continually Broaden Product Lines and Applications. The Company's growth is principally attributable to its strategy of continually broadening its technology, products and product applications. Moog's capabilities extend to the design and production of electrohydraulic, electromechanical and electropneumatic systems and components. In addition, as a result of the Acquisition, the Company now offers one of the broadest Aircraft Controls product lines in the industry. In Industrial Controls, the Company provides increasingly intelligent digital controls as part of its electric drive systems and as a complement to its hydraulic controls. The Company believes that its diverse product applications and integrated approach to product development and testing provide it with competitive advantages over rival suppliers. Maintain Stability and Diversity of Customer Relationships. Over the last decade, the Company has never been replaced as the supplier of a commercial or miliary flight control system for which it was the original supplier to the OEM. Moog's success in obtaining and retaining long-term OEM contracts is directly attributable to the Company's practice of working closely with its customers from the design phase, through production and aftermarket support. In addition, the Company markets its products to a broad range of commercial, industrial and government customers. For example, Moog's industrial customer base consists of more than a thousand machinery manufacturers throughout the world, in plastics, packaging, fatigue testing equipment, steel and metals production, wood processing and general manufacturing. The Company's sales diversity in both geography and product applications can mitigate the effects of specific regional or capital goods spending cycles. Provide Superior Aftermarket Service. The Company aggressively markets spares, parts and repair services directly to its Aerospace and Industrial Controls customers ("Aftermarket"), through its extensive network of international subsidiaries. Aftermarket sales are generally more profitable and less volatile than other sales. For fiscal 1995, the Company's Aftermarket sales represented approximately 14% of sales, which the Company estimates to be approximately double its fiscal 1992 Aftermarket sales, reflecting increases in the Company's installed base and its focus on Aftermarket sales opportunities resulting from the Acquisition. Growth Opportunities The Company believes that its established strategy, the product lines acquired in the Acquisition, and anticipated growth in its Aerospace and Industrial Controls markets provide it with a platform to increase sales and profitability. Growing Commercial Aircraft Market. According to recent widely published reports, Boeing has forecasted that commercial passenger miles are expected to grow at 5.1% per annum over the next 20 years, with the market doubling from 1994 to 2000. According to such reports, as a result of this expected increase in demand, combined with the need to replace aircraft which are aging, uneconomical to operate or do not meet stringent noise control regulations, the airlines are expected to purchase approximately 16,000 new aircraft during the next 20 years. With approximately 20% of the Company's fiscal 1995 sales derived from the Commercial Aircraft market, and with its established position as a preferred supplier on growing programs at Boeing and other aerospace OEMs, the Company is well-positioned to capitalize on this expected growth. Growing Demand for Industrial Controls. Industrial Controls represented approximately 33% of the Company's fiscal 1995 sales, the substantial majority of which were in international markets. The Company has only recently targeted the U.S. market, and expects to make significant inroads in this market by utilizing its existing design, marketing, engineering and service capabilities in conjunction with its low-cost overseas manufacturing facilities. The Company anticipates long-term growth in the Industrial Controls markets based upon expected increases in demand in Asian markets and the trend toward greater automation worldwide. Expanding Aftermarket Opportunities. The Company derived approximately 14% of its fiscal 1995 sales directly from Aftermarket business. As its installed product base continues to increase, the Company expects Aftermarket sales to increase both in absolute terms and as a percentage of total sales. The Company is the principal provider of Aftermarket support for its installed base of products and systems because of the rigid specifications and high technological content of the Company's products and its rapid customer response time. Increasing Numbers of New Satellites. The Company expects new satellite launches to increaseupgrades. However, due to the ~~growing~~high degree of sophistication of our products and the niche markets we serve, we believe we may be less susceptible to overall macro-industrial trends. Opportunities for growth include automotive manufacturers that are upgrading their metal forming, injection molding and material test capabilities, steel manufacturers that are seeking to reduce energy costs, advancements in medical technology and demand ~~for communications-related satellites. Moog's wide range of zero- defect products, quality reputation, technical depth, customer~~in China to support their economic growth particularly in power generation and ~~leading market share position it to capitalize on this growth. Continuing Technological Innovation. New product introductions have~~steel manufacturing markets.

SUMMARY DESCRIPTION OF THE EXCHANGE OFFER


Old Notes		6¹/4% Senior Subordinated Notes due 2015, which we issued on September 12, 2005.

New Notes		6¹/4% Senior Subordinated Notes due 2015, the issuance of which has been registered under the Securities Act of 1933. The form and terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights relating to the old notes do not apply to the new notes.

Exchange Offer		We are offering to issue up to $50.0 million aggregate principal amount of the new notes in exchange for a like principal amount of the old notes to satisfy our obligations under the registration rights agreement that we entered into when the old notes were issued in transactions in reliance upon the exemption from registration provided by Rule 144A and Regulation S of the Securities Act.

Expiration Date; Tenders		The exchange offer will expire at 5:00 p.m., New York City time, on , 2006 (the 30th day following the date of this prospectus), unless extended in our sole and absolute discretion.

Withdrawal; Non-Acceptance		You may withdraw any old notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on , 2006. If we decide for any reason not to accept any old notes tendered for exchange, the old notes will be returned to the registered holder at our expense promptly after the expiration or termination of the exchange offer. In the case of the old notes tendered by book-entry transfer into the exchange agent’s account at The Depository Trust Company, any withdrawn or unaccepted old notes will be credited to the tendering holder’s account at DTC. For further information regarding the withdrawal of tendered old notes, see the discussion in this prospectus under the captions “The Exchange Offer — Terms of the Exchange Offer; Period for Tendering Old Notes” and “The Exchange Offer — Withdrawal Rights.”

Conditions to the Exchange Offer		The exchange offer is subject to customary conditions, which we may waive. See the discussion in this prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.

Procedures for Tendering the Old Notes		Unless you comply with the procedures described in this prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures,” you must do one of the following on or prior to the expiration or termination of the exchange offer to participate in the exchange offer:

		• tender your old notes by sending the certificates for your old notes, in proper form for transfer, a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal, to JPMorgan Chase Bank, N.A., as exchange


		agent, at one of the addresses listed in this prospectus under the caption “The Exchange Offer — Exchange Agent,” or

		• tender your old notes by using the book-entry transfer procedures described below and transmitting a properly completed and duly executed letter of transmittal, with any required signature guarantees, or an agent’s message instead of the letter of transmittal, to the exchange agent. In order for a book-entry transfer to constitute a valid tender of your old notes in the exchange offer, JPMorgan Chase Bank, N.A., as exchange agent, must receive a confirmation of book-entry transfer of your old notes into the exchange agent’s account at DTC prior to the expiration or termination of the exchange offer. For more information regarding the use of book-entry transfer procedures, including a description of the required agent’s message, see the discussion in this prospectus under the caption “The Exchange Offer — Book-Entry Transfers.”

Guaranteed Delivery Procedures		If you are a registered holder of old notes and wish to tender your old notes in the exchange offer, but

		• the old notes are not immediately available;

		• time will not permit your old note or other required documents to reach the exchange agent before the expiration or termination of the exchange offer; or

		• the procedure for book-entry transfer cannot be completed prior to the expiration or termination of the exchange offer;

		then you may tender old notes by following the procedures described in this prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

Special Procedures for Beneficial Owners		If you are a beneficial owner whose old notes are registered in the name of the broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should promptly contact the person in whose name the old notes are registered and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your behalf, prior to completing and executing the letter of transmittal and delivering your old notes, you must either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the person in whose name the old notes are registered.

Material Federal Income Tax Considerations		The exchange of the old notes for new notes in the exchange offer will not be a taxable transaction for United States federal income tax purposes. See the discussion in this prospectus under the caption “Certain U.S. Federal Income Tax Considerations” for more information regarding the tax consequences to you of the exchange offer.

Use of Proceeds		We will not receive any proceeds from the exchange offer.


Exchange Agent		JPMorgan Chase Bank, N.A. is the exchange agent for the exchange offer. You can find the address and telephone number of the exchange agent in this prospectus under the caption “The Exchange Offer — Exchange Agent.”

Resales		Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to the third parties, we believe that the new notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the new notes if:

		• you are our “affiliate,” as defined in Rule 405 under the Securities Act;

		• you are not acquiring the new notes in the exchange offer in the ordinary course of your business;

		• you have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the new notes you will receive in the exchange offer;

		• you are holding old notes that have or are reasonably likely to have the status of an unsold allotment in the initial offering; or

		• you are a participating broker-dealer that received new notes for its own account in the exchange offer in exchange for old notes that were acquired as a result of market-making or other trading activities.

		• If you fall within one of the exceptions listed above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the new notes. See the discussion in this prospectus under the caption “The Exchange Offer — Procedures for Tendering Old Notes” for more information.

Broker-Dealer		Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must deliver a prospectus in connection with any resale of such new notes. See the discussion in this prospectus under the caption “Plan of Distribution.”

Registration Rights		In connection to our issuing of the old notes in September 2005, we entered into a registration rights agreement with the initial purchaser of the old notes. Under the terms of the registration rights agreement, we agreed to use our best efforts to file with the SEC and cause to become effective, a registration statement relating to an offer to exchange the old notes for the new notes.

		We will pay additional interest on the old notes upon the occurrence of any of the following events:

		• on or prior to the 90th day after the date of original issuance of the old notes or the obligation to file a shelf registration


		statement arises, neither the exchange offer nor the shelf registration statement has been filed with the SEC;

		• on or prior to the 180th day after the date of original issuance of the old notes or the obligation to file a shelf registration statement arises, neither the exchange offer registration statement nor the shelf registration statement has been declared effective;

		• on or prior to the 30th business day following the date the exchange offer registration statement is declared effective, the registered exchange offer has been consummated;

		• after either the exchange offer registration statement or the shelf registration statement has been declared effective, such registration statement thereafter ceases to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post- effective amendment to such registration statement that cures such failure and that is itself immediately declared effective in connection with the resales of old notes or new notes in accordance with and during the periods specified in the registration rights agreement.

		Additional interest will accrue on the principal amount of the old notes (in addition to the stated interest on the old notes) from and including the date on which any registration default shall occur to but excluding the date on which all registration defaults have been cured. Additional interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of a registration default and increases 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.0% per annum.

		A copy of the registration rights agreement is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. See the discussion in this prospectus under the caption “Description of New Notes — Registration Rights; Additional Interest.”

CONSEQUENCE OF NOT EXCHANGING OLD NOTES

If you do not exchange your old notes in the exchange offer, your old notes will continue to be ~~an important part of~~subject to the ~~Company's growth. Company-funded research and development has averaged $17.1 million annually for~~restrictions on transfer described in the past five years, and the Company estimates that customer-funded design and development averaged $26.4 million over the same period. The Company is also working on a wide range of technologies and new applications for various customers. These efforts will enable the Company to enhance its position as a leading edge technology company. THE RECAPITALIZATION On May 14, 1996, the Company completed a recapitalization (the "Recapitalization") which is expected to increase its operating and financial flexibility. The principal elements of the Recapitalization were: (1) The amendment on May 13, 1996 and March 22, 1996 of the Company's secured U.S. revolving credit and term loan facility (the "Bank Credit Facility") pursuant to which the lenders thereunder consented to consummation of the Recapitalization and the parties agreed to amend certain financial covenants. (2) The redemption (the "Debenture Redemption") on April 26, 1996 of the Company's 9-7/8% Convertible Subordinated Debentures due 2006 (the "9-7/8% Convertible Debentures") using funds available under the Bank Credit Facility. Of the total principal balance outstanding of $18.0 million on April 26, 1996, principal of $17.9 million was redeemed with $.1 million of principal converted into 6,204 shares of Class A Common Stock. (3) The completion on May 14, 1996 of the Offering of Old Notes, the proceeds of which were approximately $116.3 million, net of discounts, commissions and expenses of the Offering. The Company used such net proceeds to: (a) Repurchase 714,600 shares of its Class A Common Stock, representing 11.8% of the outstanding shares of Class A Common Stock (9.3% of total Common Stock outstanding), from Seneca Foods Corporation for a purchase price of $12.9 million, or $18 per share; (b) Prepay in its entirety the principal balance of $16.4 millionlegend on the ~~Company's 10-1/4% Senior Secured Note due 2001 (the "10-1/4% Note"); (c) Repay approximately $86.5 million of its revolving borrowings~~certificate for your old notes. In general, you may offer to sell your old notes only:


	•	if they are registered under the Securities Act and applicable state securities laws;

	•	if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

	•	if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

We do not currently intend to register the Bank Credit Facility, which includes $17.9 million borrowed for the Debenture Redemption; and (d) Pay prepayment and amendment fees of $.5 million incurred in connection with the Recapitalization. SUMMARY OF THE TERMS OF THE EXCHANGE OFFER The Exchange Offer relates to the exchange of up to $120 million aggregate principal amount of Old Notes for an equal aggregate principal amount of New Notes. The New Notes are obligations of the Company entitled to the benefits of the Indenture relating to the Old Notes. The form and terms of the New Notes are the same as the form and terms of the Old Notes except that the New Notes have been registeredold notes under the Securities ~~Act, and following the completion~~Act. Under some circumstances, however, holders of the ~~Exchange~~ ~~Offer, the Notes generally will~~old notes, including holders who are not be entitled to a contingent increase in the interest rate otherwise provided under certain circumstances. The Exchange Offer........ $1,000 principal amount of New Notes will be issued in exchange for each $1,000 principal amount of Old Notes validly tendered pursuant to the Exchange Offer. As of the date hereof, $120 million in aggregate principal amount of Old Notes are outstanding. The Company will issue the New Notes to tendering holders of Old Notes on or promptly after the Expiration Date. Resale of the New Notes... Based on interpretations by the staff of the Commission set forth in no-action letters issued to third parties, the Company believes that New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by any holder thereof (other than (i) a broker-dealer who purchased such Old Notes directly from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act or (ii) a person that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act provided that the holder is acquiring the New Notes in its ordinary course of business and is not participating, and has no arrangement or understanding with any personpermitted to participate in the ~~distribution of~~exchange offer or who do not receive freely tradable new notes in the New Notes. In the event that the Company's belief is inaccurate, holders of New Notes who transfer New Notes in violation of the prospectus delivery provisions of the Securities Act and without an exemption from registration thereunder may incur liability under the Securities Act. The Company does not assume or indemnify holders against such liability. ~~Each broker-dealer that receives New Notes in~~ exchange for Old Notes held for its own account, as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resaleoffer (other than by reason of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealer in connection with resales of New Notes received in exchange for Old Notes. The Company has agreed that, for a period of 90 days after the date of this Prospectus, it will make this Prospectus and any amendment or supplement to this Prospectus available to any such broker-dealer for use in connection with any such resales. See "Plan of Distribution." The Company believes that no registered holder ~~of the Old Notes is~~being an affiliate ~~(as such term is defined in Rule 405~~ of ~~the Securities Act) of the Company. This Exchange Offer is not being made~~us), may require us to nor will the Company accept surrenders for exchange from, holders of Old Notes in any jurisdiction in which this Exchange Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Expiration of Exchange Offer................... 5:00 p.m., New York City time, on __________, 1996, unless the Exchange Offer is extended, in which case the term "Expiration Date" means the latest datefile, and time to which the Exchange Offer is extended. See "The Exchange Offer--Expiration Date; Extensions; Amendments." Accrued Interest on the New Notes and the Old Notes............... The New Notes bear interest from May 10, 1996. Holders of Old Notes whose Old Notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on such Old Notes accrued from May 10, 1996 to the date of the issuance of the New Notes. Consequently, holders who exchange their Old Notes for New Notes will receive the same interest payment on November 1, 1996 (the first interest payment date with respect to the Old Notes and the New Notes) that they would have received had they not accepted the Exchange Offer. See "The Exchange Offer-- Interest on the New Notes." Termination of the Exchange Offer................... The Company may terminate the Exchange Offer if it determines that its ability to proceed with the Exchange Offer could be impaired due, for example, to any pending or threatened legal or governmental action, any new law, statute, rule or regulation or any interpretation of the staff of the Commission. There can be no assurance that any such condition will not occur. Holders of Old Notes will have certain rights against the Company under the Registration Rights Agreement should the Company fail to consummate the Exchange Offer. See "The Exchange Offer--General" and "--Termination." Procedures for Tendering Old Notes................... Each holder of Old Notes wishing to accept the Exchange Offer must complete, sign and date the Letter of Transmittal, or a facsimile thereof, in accordance with the instructions contained herein and therein, and mail or otherwise deliver such Letter of Transmittal, or such facsimile, together with any other required documentation, to Fleet National Bank, as Exchange Agent, at the address set forth herein and therein. See "The Exchange Offer--Procedures for Tendering." By executing the Letter of Transmittal, each holder will represent to the Company that, among other things, (i) the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not such person is the holder, (ii) neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes and (iii) neither the holder nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company. Special Procedures for Beneficial Holders...... Any beneficial holder whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender in the Exchange Offer should contact such registered holder promptly and instruct such registered holder to tender on its behalf. If such beneficial holder wishes to tender on his own behalf, such beneficial holder must, prior to completing and executing the Letter of Transmittal and delivering its Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such holder's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time. See "The Exchange Offer-- Procedures for Tendering." Guaranteed Delivery Procedures.............. Holders of Old Notes who wish to tender their Old Notes and whose Old Notes are not immediately available or who cannot deliver their Old Notes (or who cannot complete the procedure for book- entry transfer on a timely basis) and a properly completed Letter of Transmittal or any other documents required by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date may tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer-- Guaranteed Delivery Procedures." Withdrawal Rights......... Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the business day prior to the Expiration Date, unless previously accepted for exchange. See "The Exchange Offer--Withdrawal of Tenders." Acceptance of Old Notes and Delivery of New Notes... Subject to certain conditions (as summarized above in "Termination of the Exchange Offer" and described more fully under "The Exchange Offer--Termination"), the Company will accept for exchange any and all Old Notes which are properly tendered in the Exchange Offer and not validly withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date. The New Notes issued pursuant to the Exchange Offer will be delivered promptly following the Expiration Date. See "The Exchange Offer--General." Certain Tax Considerations.......... The exchange pursuant to the Exchange Offer should not be a taxable event for federal income tax purposes. See "Certain Federal Tax Considerations." Exchange Agent............ Fleet National Bank, the Trustee under the Indenture, is serving as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. The address of the Exchange Agent is: Fleet National Bank, 777 Main Street, Hartford, Connecticut 06115, Attention: Corporate Trust Department. For information with respect to the Exchange Offer, the telephone number for the Exchange Agent is (860) 986-1271 and the facsimile number for the Exchange Agent is (860) 986-7908. Use of Proceeds........... There will be no cash proceeds payable to the Company from the issuance of the New Notes pursuant to the Exchange Offer. The proceeds to the Company from the sale of the Old Notes were approximately $116.3 million, net of discounts, commissions and estimated expenses of the Offering. Such proceeds were used to finance the Recapitalization. See "The Recapitalization." SUMMARY DESCRIPTION OF THE NEW NOTES Notes Offered............. $120 million principal amount of 10% Series B Senior Subordinated Notes due 2006. Maturity Date............. May 1, 2006 Interest Payment Dates..... May 1 and November 1 of each year, commencing November 1, 1996. Optional Redemption....... The Notes are redeemable at the option of the Company, in whole or in part, on or after May 1, 2001, at the redemption prices set forth herein, together with accrued and unpaid interest to the date of redemption. Mandatory Redemption...... None. Change of Control......... Upon the occurrence of a Change of Control, each holder of the Notes shall have the option to require the Company to repurchase such holder's Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued interest to the date of redemption, pursuant to a Change of Control Offer to be made by the Company. See "Description of the New Notes--Certain Definitions" for the definition of a Change of Control. Ranking................... The Notes are unsecured senior subordinated obligations of the Company and are subordinated to all existing and future Senior Indebtedness of the Company, including indebtedness under the Bank Credit Facility. As of March 31, 1996, after giving pro forma effect to the Recapitalization, the aggregate outstanding principal amount of Senior Indebtedness of the Company would have been approximately $91.3 million. In addition, the Notes are effectively subordinated to the obligations of the Company's subsidiaries. As of March 31, 1996, after giving pro forma effect to the Recapitalization, the Company's subsidiaries would have had approximately $22.6 million of indebtedness outstanding. Subject to certain limitations, the Company and its Restricted Subsidiaries may incur additional indebtedness in the future. See "Risk Factors--Leverage" and "--Ranking of the Notes." Certain Covenants......... The Indenture contains certain covenants, including, without limitation, covenants with respect to the following matters: (i) limitation on indebtedness; (ii) limitation on other senior subordinated indebtedness; (iii) limitation on restricted payments; (iv) limitation on issuance of restricted subsidiary stock and indebtedness; (v) limitation on transactions with affiliates; (vi) limitation on liens securing pari passu or subordinated indebtedness; (vii) limitation on disposition of proceeds from asset sales; (viii) limitation on dividends and other payment restrictions affecting restricted subsidiaries; and (ix) restrictions on mergers and certain transfers of assets. See "Description of the New Notes-- Certain Covenants." Registration Rights....... In connection with the sale of the Old Notes, the Company agreed in the Registration Rights Agreement to use its best efforts to cause ~~the registration statement (the "Registration Statement") of which this Prospectus is a part~~ to become effective, ~~with respect to~~ a ~~registered offer to exchange~~shelf registration statement covering resales of old notes by these holders. For more information regarding the ~~Old Notes (the "Exchange Offer")~~ ~~for the New Notes~~consequences of not tendering your old notes and to consummate the Exchange Offer by November 10, 1996. In the event that the Company determines that the Exchange Offer may not be consummated, if the Exchange Offer is not consummated by November 10, 1996, or if counsel to the Placement Agent under certain circumstances opines that the Placement Agent cannot resell the Notes without so registering, the Company will use its best effortsour obligation to file a shelf registration statement, ~~with respect to~~see the ~~resale of~~discussion in this prospectus under the Old Notes (the "Shelf Registration Statement"), and to keep the Shelf Registration Statement effective until May 14, 1999 or such shorter period as may be necessary for the resale of all Old Notes pursuant thereto. In the event that thecaptions “The Exchange Offer ~~is not consummated~~— Consequences of Exchanging or ~~a Shelf Registration Statement with respect~~Failing to ~~resales of the~~Exchange Old Notes is not declared effective by November 10, 1996, the interest rate borne by the Old Notes shall be permanently increased to 10-1/2%. See "The Exchange Offer." For further information regarding the Notes, see "DescriptionNotes” and “Description of the New ~~Notes." RISK FACTORS Prospective investors should consider carefully certain matters~~Notes — Registration Rights; Additional Interest.”

SUMMARY DESCRIPTION OF THE NEW NOTES

The terms of the new notes and those of the outstanding old notes are substantially identical, except that the transfer restrictions and registration rights relating to ~~an investment in~~ the ~~Notes. See "Risk Factors."~~ SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following table sets forth summary historical and pro forma consolidated financial and operating informationold notes do not apply to the new notes. For a more complete understanding of the ~~Company for~~new notes, see the ~~periods indicated. The historical financial information for each of the three years ended September 30, 1995, except data presented~~discussion in this prospectus under the caption ~~"Key Operating Data", has been derived from the Company's audited consolidated financial statements. The historical financial information for each~~“Description of the ~~six month periods ended March 31, 1995~~New Notes.”


Issuer		Moog Inc.

Securities		$50.0 million in principal amount of senior subordinated notes due 2015.

Maturity		January 15, 2015.

Interest		Annual rate: 6¹/4% Payment frequency: every six months on January 15 and July 15, starting January 15, 2006.

Ranking		The new notes will be unsecured senior subordinated obligations of Moog Inc. Accordingly, they will rank:

		• behind all existing and future senior debt of Moog Inc., including indebtedness under our bank credit facility;

		• effectively behind any existing and future debt and other liabilities of our subsidiaries;

		• equally with all future unsecured senior subordinated debt of Moog Inc.; and

		• ahead of all future debt of Moog Inc. that expressly provides that it is subordinated to the notes.

		As of September 24, 2005, Moog Inc. had $348.9 million of debt outstanding, $148.8 million which is senior debt. Included in the $148.8 million in senior debt is $11.8 million of debt, not including trade payables, owed by our subsidiaries.

Optional Redemption		We may redeem the new notes, in whole or in part, at any time on or after January 15, 2010 at the redemption prices discussed in this prospectus under the caption “Description of the New Notes-Optional Redemption” plus accrued and unpaid interest and additional interest, if any. At any time before January 15, 2010, we may redeem the new notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make-whole premium discussed in this prospectus under the caption “Description of the New Notes-Optional Redemption”, together with accrued and unpaid interest if any, to the redemption date.

		In addition, on or before January 15, 2008, we may redeem up to 35% of the aggregate principal amount of the new notes, at the redemption price discussed in this prospectus under the caption “Description of Notes- Optional Redemption”, plus accrued and unpaid interest, if any, with the net proceeds of certain equity offerings. However, we may only make such redemptions if at least 65% of the aggregate principal amount of notes originally issued remains outstanding immediately after such redemption.


Change of Control		If we experience specific kinds of changes in control, we must offer to purchase the new notes at 101% of their face amount, plus accrued and unpaid interest and additional interest, if any.

Covenants		The covenants contained in the indenture governing the new notes will, among other things, limit our ability and the ability of our restricted subsidiaries to:

		• borrow money or sell preferred stock;

		• create liens;

		• pay dividends on or redeem or repurchase stock or make certain payments;

		• make certain types of investments;

		• sell stock in our restricted subsidiaries;

		• restrict dividends or other payments from subsidiaries to us;

		• enter into transactions with affiliates;

		• guarantee debt; and

		• sell certain assets or merge with or into other companies.

		These covenants contain important exceptions, limitations and qualifications that are discussed in this prospectus under the caption “Description of the New Notes”.

Our headquarters are located at Seneca Street at Jamison Road, East Aurora, New York 14052, and ~~1996 (except data presented~~our telephone number is (716) 652-2000. Our Internet address is http://www.moog.com. Our two classes of common stock are listed on the New York Stock Exchange under the ~~caption "Key Operating Data")~~trading symbol “MOG.A” and ~~the Balance Sheet Data as~~“MOG.B.” Moog Inc. is a New York corporation formed in 1951.

See “Risk Factors” beginning on page 11 for a discussion of March 31, 1996, have been derived from the unaudited consolidated condensed financial statements of the Company. See "Selected Consolidated Financial and Operating Data." The pro forma financial information for the fiscal year ended September 30, 1995 and for the six months ended March 31, 1996 and the As Adjusted Balance Sheet Data as of March 31, 1996 are based upon the historical consolidated financial information, as adjusted, to reflect the consummation of all the transactions completed as a result of the Recapitalization. See "The Recapitalization."
Years Ended September 30, Six Months Ended March 31, 1995 1996 1993 1994 1995 Pro Forma(1) 1995 1996 Pro Forma(1) (unaudited) (in thousands, except ratio data) Statements of Income: Net sales(2) $293,680 $307,370 $374,284 $374,284 $178,289 $200,055 $200,055 Other income 2,663 2,489 2,166 2,166 920 1,356 1,356 ________ ________ ________ ________ ________ ________ ________ 296,343 309,859 376,450 376,450 179,209 201,411 201,411 ________ ________ ________ ________ ________ ________ ________ Costs and expenses: Cost of sales 206,985 213,530 265,033 265,033 125,106 139,205 138,951 Research and development expenses 16,128 18,668 15,783 15,783 8,292 8,685 8,685 Selling, general and administrative expenses 52,723 58,324 68,457 68,735 33,057 37,443 37,582 Interest expense 10,974 11,402 17,492 20,386 8,699 8,301 9,974 Foreign currency exchange loss (gain) 60 (451) 143 143 (67) (152) (152) Other expenses 853 665 752 752 176 272 272 Inventory obsolescence charge(3) -- 2,574 -- -- -- -- -- Restructuring charge(3) -- 2,107 -- -- -- -- -- ________ ________ ________ ________ ________ ________ ________ 287,723 306,819 367,660 370,832 175,263 193,754 195,312 ________ ________ ________ ________ ________ ________ ________ Earnings before income taxes, extraordinary item and cumulative effect of change in accounting principle 8,620 3,040 8,790 5,618 3,946 7,657 6,099 Income taxes 3,502 1,422 1,029 (145) 799 2,263 1,687 ________ ________ ________ ________ ________ ________ ________ Earnings before extraordinary item and cumulative effect of change in accounting principle 5,118 1,618 7,761 5,763 3,147 5,394 4,412 Extraordinary item, loss from early extinguishment of debt, net of income taxes(4) (357) -- -- -- -- -- -- Cumulative effect of change in accounting principle(5) -- 505 -- -- -- -- -- Net earnings $4,761 $2,123 $7,761 $5,763 $3,147 $5,394 $4,412 ======== ======== ======== ======== ======== ======== ======== Net earnings per share $ .62 $ .27 $ 1.00 $ .82 $ .41 $ .70 $ .63 ======== ======== ======== ======== ======== ======== ======== Key Operating Data: EBITDA(6) $35,215 $34,823 $45,957 $45,957 $22,479 $25,871 $26,125 EBITDA as a percentage of net sales 12.0% 11.3% 12.3% 12.3% 12.6% 12.9% 13.1% Ratio of total debt to EBITDA(7) 3.9x 5.9x 4.1x 4.5x -- -- -- Ratio of EBITDA to total interest expense 3.2x 3.1x 2.6x 2.3x 2.6x 3.1x 2.6x Capital expenditures $10,216 $8,893 $10,232 $10,232 $3,725 $5,372 $5,372 Depreciation & amortization 15,621 15,700 19,675 19,953 9,834 9,913 10,052 Backlog(8) 181,081 217,261 237,941 237,941 216,966 247,260 247,260 Ratio of earnings to fixed charges(9) 1.6x 1.2x 1.4x 1.2x 1.4x 1.8x 1.5x
As of March 31, 1996 Actual As Adjusted(10) (unaudited) Balance Sheet Data: Working capital $173,262 $177,771 Property, plant and equipment, net 135,335 135,335 Total assets 438,403 441,843 Total debt 194,313 211,309 Total shareholders' equity 110,975 97,728 __________________ (1) The pro forma adjustments are based upon currently available information and certain assumptions that management believes to be reasonable. Pro forma amounts show the effect on the Statements of Income and Key Operating Data assuming that $120,000 of Notes had been sold on October 1, 1994 (for September 30, 1995 pro forma) and October 1, 1995 (for the March 31, 1996 pro forma) and that net proceeds of $116,250 were used to repurchase 714,600 shares of the Company's Class A Common Stock ($12,863 for both periods), prepay the balances outstanding on the 10-1/4% Note ($20,000 and $18,350, respectively), redeem the 9-7/8% Convertible Debentures ($20,658 and $19,258, respectively), and pay prepayment fees on the 10-1/4% Note and an amendment fee on the Bank Credit Facility ($770 and $557, respectively), with the remainder used to repay outstanding revolving borrowings under the Bank Credit Facility ($61,959 and $65,222, respectively). For purposes of these pro forma adjustments, it is assumed that $142 of the outstanding 9-7/8% Convertible Debentures were converted into 6,204 shares of Class A Common Stockrisks you should consider prior to the consummation of the Debenture Redemption. The amounts of borrowing repayments in these pro forma adjustments differ from the estimated amounts set forth under "The Recapitalization" and in the March 31, 1996 As Adjusted Balance Sheet Data due to the different time periods involved. The net increases in selling, general and administrative expensetendering your outstanding old notes for the pro forma periods ended September 30, 1995 and March 31, 1996, respectively, reflect a pretax increase in expense ($375 and $187, respectively) for the incremental amortization of $3,750 of discounts, commissions and estimated expenses associated with the sale of the Notes over their exchange.

10 year life and a reduction in expense ($97 and $48, respectively) for the lower amortization expense due to the write-off of deferred debt issue costs associated with the 10-1/4% Note and the 9-7/8% Convertible Debentures. The deferred debt issue costs related to the 10-1/4% Note and the 9-7/8% Convertible Debentures, together with the prepayment fee associated with the 10-1/4% Note, will be charged to earnings in the fiscal year the respective debt repayments occur; such charges have not been reflected in the Pro Forma Statements of Income. The increases in interest expense for the pro forma periods ended September 30, 1995 and March 31, 1996 reflect the estimated interest expense associated with the Notes, partly offset by reduced interest expense on debt repayments. The reduction in cost of sales of $254 for the pro forma six-month period ended March 31, 1996 reflects the reduction in profit share expense due to the pro forma increases discussed above for the same pro forma period. Profit share did not effect the pro forma period ended September 30, 1995. The pro forma adjustments for income taxes have been determined using an estimated domestic effective tax rate of 37.0%. Fully diluted earnings per share for the pro forma six- month period ended March 31, 1996 would be $0.61. The pro forma financial information does not purport to represent the Company's results of operations if the Recapitalization had in fact been consummated on either October 1, 1994 or October 1, 1995. (2) Net sales in fiscal 1994 and 1995 include $22,400 and $95,000, respectively, related to the Acquisition. (3) Restructuring and inventory obsolescence charges in 1994 relate to costs associated with workforce reductions and facility consolidations resulting from U.S. defense spending reductions and weak European capital goods markets. (4) The extraordinary item in fiscal 1993 represents the cost, net of income taxes, of extinguishing 12-7/8% notes in the amount of $10,200. (5) The cumulative effect of change in accounting principle in fiscal 1994 relates to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." In fiscal 1994, the Company also adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," with the cumulative effect of such adoption being amortized over 20 years. (6) EBITDA represents earnings before deducting interest expense, extraordinary items, the impact of the cumulative change in accounting principle, income tax expense, restructuring and inventory obsolescence charges in fiscal 1994, and depreciation and amortization expense. EBITDA is presented herein to facilitate a supplemental analysis of Moog's financial condition and is not intended to represent results of operations or cash flows in accordance with generally accepted accounting principles ("GAAP"). (7) Ratio of total debt to EBITDA is not presented for the six month periods as it is not meaningful. (8) Backlog consists of that portion of open orders for which sales are expected to be recognized over the next twelve months. (9) For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings before extraordinary item and cumulative effect of change in accounting principle, income taxes and fixed charges. Fixed charges consist of interest expense, capitalized interest, implicit interest expense associated with operating leases, and amortization expense. Absent the restructuring and inventory obsolescence charges, the ratio of earnings to fixed charges in fiscal 1994 would have been 1.6. (10) The pro forma adjustments are based on currently available information and certain assumptions that management believes to be reasonable. The As Adjusted Balance Sheet Data as of March 31, 1996 reflects the sale of $120,000 in Notes as if it had occurred at that date, and the application of the net proceeds therefrom to repurchase 714,600 shares of the Company's Class A Common Stock ($12,863), prepay the balance outstanding on the 10-1/4% Note ($17,100), redeem the 9-7/8% Convertible Debentures ($17,858), and pay prepayment and amendment fees ($525), with the remainder ($67,904) used to reduce the outstanding balance on the Bank Credit Facility. The as adjusted amounts also reflect the reduction in shareholders' equity that would result from the after-tax write-off of deferred debt issue costs ($246), and prepayment fees ($280) associated with the Note Prepayment.

RISK FACTORS ~~Prospective purchasers~~

You should consider carefully the following factors, as well as the other information ~~contained~~set forth or incorporated by reference in this prospectus ~~in evaluating an investment~~before tendering your old notes in the ~~Notes. Leverage At March 31, 1996, after giving effect~~exchange offer. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in the risk factors below will not occur. If they do, our business, financial condition or results of operations could be materially and adversely affected, and you might lose all or part of your investment.

Risks Related to the ~~Recapitalization, the Company would have had approximately $211.3 million of total indebtedness,~~Exchange Offer and the ~~percentage~~New Notes

Holders who fail to exchange their old notes will continue to be subject to restrictions on transfer.

If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of ~~total long term~~your old notes described in the legend on the certificates for your old notes. The restrictions on transfer of your old notes arise because we issued the old notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the old notes under the Securities Act. For further information regarding the consequences of tendering your old notes in the exchange offer, see the discussion in this prospectus under the captions “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes” and “Certain U.S. Federal Income Tax Considerations.”

You must comply with the exchange offer procedures in order to receive freely tradable new notes.

Delivery of new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:


	•	certificates for old notes or a book-entry confirmation of a book-entry transfer of old notes into the Exchange Agent’s account at DTC, New York, New York as depository, including an Agent’s Message (as defined herein) if the tendering holder does not deliver a letter of transmittal;

	•	a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or an Agent’s Message in lieu of the letter of transmittal; and

	•	any other documents required by the letter of transmittal.

Therefore, holders of old notes who would like to tender old notes in exchange for new notes should be sure to allow enough time for the old notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the registration rights agreement will terminate. See the discussion in this prospectus under the captions “The Exchange Offer — Procedures for Tendering Old Notes” and “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes.”

Some holders who exchange their old notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Our significant indebtedness could limit our cash flow available for operations and our flexibility.

We have incurred substantial debt to ~~total capitalization on a consolidated basis would have been approximately 67%.~~finance our growth.

The degree to which ~~the Company is~~we are leveraged could have important consequences to holders of the ~~Notes,~~new notes, including the following: ~~(i) the Company's~~


	•	we will have greater difficulty satisfying our obligations with respect to the new notes, including repurchase obligations under the new notes;

	•	we must dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the funds available for our operations;

	•	our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other purposes may be impaired;

	•	our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited;

	•	a portion of our current debt is at variable rates of interest, which makes us vulnerable to increases in interest rates; for example, interest expense for fiscal 2005 ended September 24, 2005 would increase $0.6 million for every percentage point increase in interest rates based on average variable rate debt outstanding;

	•	we are at a competitive disadvantage relative to our competitors with less indebtedness; and

	•	we are rendered more vulnerable to general adverse economic and industry conditions.

The rights of the holders of the new notes to receive payments will be unsecured and subordinated to the rights of the holders of our senior debt.

The new notes we are offering will be junior to all existing and future senior debt of Moog Inc. If we default in the ~~future for working capital, capital expenditures, acquisitions~~payment of principal or ~~other purposes~~interest with respect to any senior debt, the holders of the new notes will not receive any amounts owing on the new notes unless and until we have cured the default or our senior lenders have waived it. In addition, no payments in respect of the new notes may be ~~impaired, (ii)~~made during certain periods when an event of default under certain of our senior debt permits the ~~Company's flexibility in planning for or reacting~~senior debt lenders to ~~changes in market conditions may be limited, and (iii)~~accelerate the ~~Company may be more vulnerable in~~maturity of that senior debt.

In the event of ~~a downturn in its business. The Company expects that its cash flow from operations~~any liquidation, dissolution, reorganization, bankruptcy or other similar proceeding regarding our assets, whether voluntary or involuntary, the holders of our senior debt will be entitled to receive payment before we can make any payment with respect to the new notes. If any of these events occur, we cannot assure you that we will have sufficient assets to ~~cover its expenses, including fixed charges. However,~~pay amounts due under all of our debt obligations. As a result, the ~~Company's~~holders of the new notes may receive less, ratably, than the holders of senior debt and other creditors, or recover nothing, if any liquidation, dissolution, reorganization, bankruptcy or other similar proceeding occurs.

The new notes are unsecured obligations of Moog Inc. A substantial portion of our operations is conducted through our direct and indirect subsidiaries, and the claims of creditors of our subsidiaries are effectively senior to claims of holders of the new notes.

The new notes are unsecured obligations exclusively of Moog Inc. and will rank equally in right of payment with all other existing and future unsecured, unsubordinated obligations of Moog Inc. The new notes are not secured by any of our assets. Any claims of secured lenders (including under our bank credit facility) with respect to assets securing their loans will be prior to any claim of the holders of the new notes with respect to these assets.

A substantial portion of our operations is conducted through our subsidiaries. As a result, our ability to ~~satisfy its~~service our debts, including our obligations ~~will be~~under the new notes, and other obligations is dependent ~~upon~~on the ~~future performance~~earnings of our subsidiaries and the ~~Company, which will~~payment of those earnings to us in the form of dividends, loans or

advances and through repayment of loans or advances from us. Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the new notes or to provide us with funds for our payment obligations, whether in the form of dividends, distributions, loans or other payments. In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to ~~prevailing economic conditions~~statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations.

Our right to ~~financial, business~~receive any assets of any of our subsidiaries upon their liquidation or reorganization, and ~~other factors, including factors beyond~~therefore the ~~control~~right of the ~~Company. As~~holders of ~~March 31, 1996,~~ the ~~Company had $194.3 million~~new notes to participate in aggregate borrowings outstanding under its various credit facilities, and unused credit facilities of $52.2 million. All revolving borrowings under the Bank Credit Facility mature on October 1, 2000 and all term borrowings under the Bank Credit Facilitythose assets, will be repaid in quarterly installments ending on July 1, 2001. There can be no assurance that the Company will be able to either replace or refinance the Bank Credit Facility at maturity. Furthermore, because the Bank Credit Facility provides for interest at floating rates, the Company's financial performance may be adversely affected by fluctuations in interest rates. Restrictions Imposed by the Bank Credit Facility and the Indenture The Bank Credit Facility contains, and the Indenture will contain, certain restrictive covenants, including, among others, covenants limiting the Company's and certain of its subsidiaries' ability to incur additional indebtedness, pay dividends, make certain investments, consummate certain asset sales, enter into transactions with affiliates, incur liens, create restrictions on the ability of certain subsidiaries to pay dividends or make certain paymentseffectively subordinated to the ~~Company, merge or consolidate with~~claims of that subsidiary’s creditors, including trade creditors. In addition, even if we are a creditor of any ~~other person or sell, assign, transfer, lease, convey or otherwise dispose~~ of ~~all or substantially all of~~our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.


	*Restrictive covenants in the indenture governing the new notes and under our bank credit facility may reduce our operating and financial flexibility.*

The terms of the ~~Company. Although~~indenture governing the new notes will contain a number of operating and financial covenants ~~are subject to various exceptions which are designed to allow the Company to operate without undue restraint, there can be no assurance~~ that ~~such~~ ~~covenants~~ will ~~not adversely affect its~~restrict our ability to, ~~finance future operations or capital needs or engage in~~among other business activities which may be in the interest of the Company. In addition, the Company is required under the Bank Credit Facility to maintain specified financial ratios. See "Description of Bank Credit Facility." Thethings:


	•	borrow money or sell preferred stock;

	•	create liens;

	•	pay dividends on or redeem or repurchase stock or make certain payments;

	•	make certain types of investments;

	•	sell stock in our restricted subsidiaries;

	•	restrict dividends or other payments from subsidiaries to us;

	•	enter into transactions with affiliates;

	•	guarantee debt; and

	•	sell certain assets or merge with or into other companies.

Our ability ~~of the Company~~ to comply with ~~such provisions~~covenants contained in the indenture may be affected by events beyond ~~the Company's control. A breach of any of~~our control, including economic, financial and industry conditions. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could require us to repay the ~~inability~~new notes prior their maturity, which we may be unable to do. Even if we are able to comply with all the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us.

In addition, our bank credit facility requires us to maintain compliance with certain covenants, including covenants regarding minimum consolidated net worth, limits on capital expenditures, a minimum interest coverage ratio, a maximum leverage ratio and a minimum fixed charge coverage ratio. See the ~~Company~~discussion in this prospectus under the caption “Description of Certain Indebtedness.” Our ability to comply with these covenants may be affected by events beyond our control. Our inability to comply with the required financial ratios or limits could result in a default under our bank credit facility. In the ~~Bank Credit Facility, which would entitle~~event of any such default, the lenders under the bank credit facility could elect to:


	•	declare all outstanding debt, accrued interest and fees to be due and immediately payable;

	•	require us to apply all of our available cash to repay our outstanding senior debt; and

	•	prevent us from making debt service payments on our other debt, including the new notes.

If we are unable to ~~accelerate~~repay any of these borrowings when due, the ~~maturity~~lenders under our bank credit facility could foreclose on our assets pledged to them as security. If the indebtedness under our bank credit facility were to be accelerated, our assets may not be sufficient to repay such indebtedness in full.


	*Our financial failure may hinder the receipt of payment on the new notes.*

An investment in the new notes, as in any type of security, involves insolvency and bankruptcy considerations that investors should carefully consider. If we become debtors subject to insolvency proceedings under the bankruptcy code, the proceedings are likely to result in delays in the payment of the ~~Bank Credit Facility,~~new notes and in the exercise of enforcement remedies under the new notes. Provisions under the bankruptcy code or general principles of equity that could result in ~~cross-defaults permitting~~ the ~~acceleration~~impairment of ~~other Senior Indebtedness~~your rights include the automatic stay, avoidance of preferential transfers by a trustee or ~~other indebtedness under other agreements. Such an event would adversely affect~~debtor in-possession, substantive consolidation, limitations on collectibility of unmatured interest or attorneys’ fees and forced restructuring of the ~~Company's~~new notes.


	*Our ability to generate cash to service our indebtedness or to refinance our indebtedness at maturity depends on many factors beyond our control.*

Our ability to make payments on our indebtedness, including the ~~Notes. Ranking~~new notes, will depend on our ability to generate cash flow in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under our bank credit facility in amounts sufficient to enable us to pay our indebtedness, including the new notes, or to fund other liquidity needs.

In addition, our bank credit facility matures in 2008. We may not be able to refinance or obtain sufficient funds to enable us to repay our bank indebtedness on commercially reasonable terms or at all.


	We may not be able to finance a change of control offer as required by the indenture because we may not have sufficient funds at the time of the change of control or our bank credit facility may not allow the repurchases.

If we were to experience a change of control as described in this prospectus under the caption “Description of New Notes — Repurchase at Option of Holders — Change of Control,” we would be required to make an offer to purchase all of the ~~Notes~~new notes then outstanding at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. However, we may not have sufficient funds at the time of the change of control to make the required repurchase of the new notes, and restrictions in our existing or any future bank credit facility may not allow such repurchases.

In addition, under our bank credit facility, a change of control may result in an event of default. Any future credit agreement or other agreements relating to our senior indebtedness to which we become a party may contain similar provisions. Our failure to purchase the new notes upon a change of control would constitute an event of default under the indenture. The ~~Notes~~defaults would, in turn, constitute an event of default under our bank credit facility and may constitute an event of default under future senior indebtedness. Any default by us may cause the related debt to be accelerated after any applicable notice or grace periods. If our debt is accelerated, we may not have sufficient funds to repurchase the new notes and repay the debt.


	*We may be able to incur substantially more debt, which could increase the risks described above.*

The terms of our bank credit facility and the indenture governing the new notes will not fully prohibit us from incurring additional debt. As a result, we may be able to incur substantial additional debt in the future. Our restricted subsidiaries will also not be fully prohibited from incurring additional debt, and any indebtedness they incur will rank effectively senior to the new notes. If we or our subsidiaries incur more debt, the risks described above could intensify.


	*The market price of the new notes may be volatile.*

The market for non-investment grade debt has historically been subject to disruptions that have caused volatility in prices. It is possible that the market for the new notes will be ~~unsecured, general obligations~~subject to disruptions. Any such disruptions may have a negative effect on you, as a holder of the ~~Company, subordinated in right~~new notes, regardless of ~~payment to all existing~~our prospects and ~~future Senior Indebtedness~~financial performance. If any of the ~~Company, including indebtedness under~~new notes are traded after their initial issuance, they may trade at a discount from the ~~Bank Credit Facility. Amounts outstanding under~~initial offering price of the ~~Bank Credit Facility are secured by (i) a first priority security interest~~old notes. In addition to disruptions in the ~~Company's~~non-investment grade debt market, factors that could cause the notes to trade at a discount include an increase in interest rates, a decline in economic conditions generally and ~~its domestic subsidiaries' assets,~~a decline in our financial condition.

Risks Related to Our Industry


	*The markets we serve are cyclical and sensitive to domestic and foreign economic conditions and events, which may cause our operating results to fluctuate.*

The markets we serve are sensitive to fluctuations in general business cycles and ~~(ii) a pledge of stock of all the Company's~~ domestic and foreign subsidiaries. At March 31, 1996, on a pro forma basis after giving effect to the Recapitalization, the Company (excluding its subsidiaries) would have had approximately $188.7 million of Indebtedness outstanding, of which $68.7 million would have been Senior Indebtedness. In addition, at March 31, 1996, on a pro forma basis after giving effect to the Recapitalization, the Company (including its subsidiaries) would have had approximately $121.0 million of unused capacity under its various credit facilities. In the event of bankruptcy, liquidation or reorganization of the Company, the assets of the Company would be available to pay obligations on the Notes only after all Senior Indebtedness of the Company has been repaid in full. Consequently, sufficient assets may not exist to pay amounts due on the Notes.economic conditions and events. For example, demand for our industrial controls products is dependent upon several factors, including capital investment, product innovations, economic growth, cost-reduction efforts and technology upgrades. In addition, the ~~subordination provisions~~commercial airline industry is highly cyclical and sensitive to fuel price increases, labor disputes and economic conditions. These factors could result in a reduction in the amount of ~~the Indenture provide that no cash payments~~air travel. A reduction in air travel would reduce orders for new aircraft for which we supply flight controls and for spare parts and services and reduce our sales. A reduction in air travel may ~~be made with respect~~also result in our commercial airline customers being unable to pay our invoices on a timely basis or at all.


	We depend heavily on government contracts that may not be fully funded or may be terminated, and the failure to receive funding or the termination of one or more of these contracts could reduce our sales and increase our costs.

Sales to the ~~Notes during the continuance~~U.S. Government and its prime contractors and subcontractors represent a significant portion of ~~a payment default~~our business. In fiscal 2005, sales under ~~any Senior Indebtedness~~U.S. Government contracts represented 34% of ~~the Company. Furthermore, if certain nonpayment defaults exist with respect~~our total sales, primarily within Aircraft Controls, Space and Defense Controls and Components. Sales to ~~certain Senior Indebtedness, the holders~~foreign governments represented 10% of such Senior Indebtedness would be able to prevent payments on the Notes for certain periods of time. See "Description of the Notes -- Ranking." In addition, the Notes will be effectively subordinated to all liabilities of the Company's subsidiaries, including trade payables. At March 31, 1996, on a pro forma basis after giving effect to the Recapitalization, the Company's subsidiaries would have had $64.4 million of liabilities, including $22.6 million of Indebtedness. The right of the Company to receive assets of any of its subsidiaries upon liquidation or reorganization of such subsidiary will be subordinated to the claims of that subsidiary's creditors (including trade creditors), except to the extent the Company itself is recognized as a creditor of such subsidiary. See "Description of the Notes -- Ranking." Competition The fluid and motion control systems business is highly competitive, and is characterized by changing technologies. Competition in each product line is based primarily upon design capability, product performance and life, service, price and delivery time. In certain product lines, technological considerations predominate over price considerations, and in others price considerations are paramount. While the Company believes that it competes effectively on all these bases, there can be no assurance that the Company will be able to maintain its technological leadership in its Aerospace and Industrial Hydraulics product lines, or that it will be able to continue to compete effectively on the basis of price. The Company competes with various large national and international companies, some of which are substantially larger than the Company and have greater financial and other resources. There can be no assurance that any of such competitors will not increase the resources devoted to the development and marketing, including discounting, of products competitive with those of the Company. See "Business -- Competition." In 1988, the Company's founder exchanged his stock in the Company for its domestic industrial business, named Moog Controls, Inc. ("MCI"), which was recently transferred to an unrelated company currently controlled by International Motion Controls ("IMC"). Competition between Moog and MCI is rapidly intensifying, and may have adverse effects on Moog's Industrial Controls business. See "Business -- Legal Proceedings." Dependence on Defense Industry and Risks of Government Contracting For the fiscal year ended September 30, 1995, approximately 49% of the Company's sales were derived from government contracts. For the foreseeable future, the Company expectsour total sales. We expect that the percentage of ~~its~~our revenues ~~attributable to such~~from government contracts will continue to be ~~substantial. U.S.~~substantial in the future. Government programs can be structured into a series of individual contracts. The funding of these programs is generally subject to annual congressional appropriations, and congressional priorities are subject to change. In addition, government expenditures for defense ~~products~~programs may decline or these defense programs may ~~not~~be terminated. A decline ~~after fiscal 1995. Any such reductions~~in governmental expenditures may ~~or may not have an effect on the Company's programs; however,~~result in ~~the event expenditures for products of the type manufactured by the Company are reduced and not offset by greater foreign sales or other new programs or products, there will be~~ a reduction in the volume of contracts ~~or subcontracts~~ awarded to us. We may have resources applied to specific government contracts and, if any of those contracts were terminated, we may incur substantial costs redeploying these resources.


	*If our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted.*

Many of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the ~~Company. Unless offset, such reductions~~services we must provide to our customers. There is a risk that we may have disputes with our subcontractors, including disputes regarding the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontractor, our failure to extend existing task orders or issue new task orders under a subcontract or our hiring of personnel of a subcontractor. Failure by our subcontractors to satisfactorily provide on a timely basis the agreed-upon supplies or perform the agreed-upon services may materially and adversely impact our ability to perform our obligations as the prime contractor. Subcontractor performance deficiencies could ~~adversely affect the Company's earnings.~~result in a customer terminating our contract for default. A default termination could expose us to liability and substantially impair our ability to compete for future contracts and orders. In addition, a delay in our ability to ~~its dependence~~obtain components and equipment parts from our suppliers may affect our ability to meet our customers’ needs and may have an adverse effect upon our profitability.


	*Our results of operations are affected by our fixed-price contracts.*

The nature of our business activities, primarily in Aircraft Controls and Space and Defense Controls, involves fixed-price contracts. Our contractual arrangements include customers’ requirements for delivery of hardware and funded nonrecurring development work that we anticipate will lead to follow-on production orders.

Revenue representing 35% of fiscal 2005 sales was accounted for using the percentage of completion, cost-to-cost method of accounting in accordance with the American Institute of Certified Public

Accountants’ Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. We recognize revenue on ~~government~~ contracts using the ~~Company, like~~percentage of completion, cost-to-cost method of accounting as work progresses toward completion as determined by the ratio of cumulative costs incurred to date to estimated total contract costs at completion, multiplied by the total estimated contract revenue, less cumulative revenue recognized in prior periods.

Changes in estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period. A significant change in an estimate on one or more contracts could have a material effect on our results of operations. For contracts with anticipated losses at completion, we establish a provision for the entire amount of the estimated remaining loss and charge it against income in the period in which the loss becomes known. Amounts representing performance incentives, penalties, contract claims or change orders are considered in estimating revenues, costs and profits when they can be reliably estimated and realization is considered probable.

For the year ended September 24, 2005, fixed-price contracts represented 76% of our sales that were accounted for using the percentage of completion, cost-to-cost method of accounting. On fixed-price contracts, we agree to perform the scope of work specified in the contract for a predetermined price. Depending on the fixed price negotiated, these contracts may provide us with an opportunity to achieve higher profits based on the relationship between our total contract costs and the contract’s fixed price. However, we bear the risk that increased or unexpected costs may reduce our profit or cause us to incur a loss on the contract, which could reduce our net sales and net earnings. Loss reserves are more common on fixed-price contracts that involve, to varying degrees, the design and development of new and unique controls or control systems to meet the customer’s specifications.


	Contracting in the defense industry is subject to significant regulation, including rules relating to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment.

Like all government contractors, iswe are subject to risks associated with ~~such contracting, which~~this contracting. These risks include the potential for substantial civil and criminal fines and penalties. These fines and penalties could be imposed for ~~among other matters, failure~~failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. ~~As a result of its government contracting business, the Company has~~We have been, and ~~is expected~~expect to continue to be, subjected to audits and investigations by government agencies. ~~In addition to potential damage to the Company's business reputation, the~~The failure to comply with the terms of ~~one or more of its~~our government contracts could harm our business reputation. It could also result in ~~the Company's~~our progress payments being withheld or ~~in the Company's~~our suspension or debarment from future government ~~contracts~~contracts.


	*If we are unable to adapt to technological change, demand for our products may be reduced.*

The technologies relating to our products have undergone, and in the future may undergo, significant changes. To succeed in the future, we will need to continue to design, develop, manufacture, assemble, test, market and support new products and enhancements on a ~~significant period~~timely and cost-effective basis. Historically, our technology has been developed through customer-funded and internally funded research and development and through business acquisitions. In addition, our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or uncompetitive. Furthermore, our products could become unmarketable if new industry standards emerge. We may have to modify our products significantly in the future to remain competitive, and new products we introduce may not be accepted by our customers.


	*Our new product and research and development efforts may not be successful, which would result in a reduction in our sales and earnings.*

In the past, we have incurred, and we expect to continue to incur, expenses associated with research and development activities and the introduction of ~~time. The fines and penalties which could result from noncompliance~~new products. For instance, we are currently incurring

substantial development costs in connection with ~~appropriate standards and regulations, or the Company's suspension or debarment, could have a material adverse effect~~our work on the ~~Company's business. See "Management's Discussion~~787. We may experience difficulties that could delay or prevent the successful development of new products or product enhancements, and ~~Analysis~~new products or product enhancements may not be accepted by our customers. In addition, the research and development expenses we incur may exceed our cost estimates, and new products we develop may not generate sales sufficient to offset our costs. If any of ~~Financial Condition~~these events occur, our sales and Results of Operations -- Overview." Exposure to Foreign Currency Fluctuations; International Operations The Company has significant manufacturing and sales operations in foreign countries. The production costs, profit margins and competitive position of the Company can be affected by the strength of the currencies in countries where it manufactures or purchases goods relative to the strength of the currencies in countries where its products are sold. The Company's results of operations and financial position mayprofits could be adversely ~~affected by fluctuations~~affected.

Risks Related to Our Business


	*The loss of Boeing or Lockheed Martin as a customer or a significant reduction in sales to either company would reduce our sales and earnings.*

Our largest customer is Boeing. We provide Boeing with controls for both military and commercial applications, which, in ~~foreign currencies and by translations~~total, were 11% of ~~the financial statements~~our fiscal 2005 sales. Sales to Boeing’s commercial airplane group were 3% of ~~the Company's foreign subsidiaries from local currencies into U.S. dollars. Further, international operations~~fiscal 2005 sales. These commercial sales are generally subject to various risks that are not present in domestic operations, including restrictions on dividends and the tax impact of the repatriation of funds. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." Cyclical Industries; Dependence on Key Customers The Company's customers manufacture aircraft, missiles, space products and heavy industrial equipment. These industries are sensitive to fluctuations in government procurement requirements and general business cycles, and the Company'smade under a long-term supply ~~agreements with the various OEMs only require their purchase of products from the Company on an as-ordered basis.~~agreement through 2012. Our next largest customer is Lockheed Martin. Sales to ~~prime contractors supplying U.S. and foreign governments are dependent on the funding~~Lockheed Martin were 10% of programs in which the Company participates. With the end of the Cold War, the Company experienced declines in sales in a variety of these programs. In Commercial Aircraft, the Company is dependent on the production cycle of the major commercial aircraft OEMs. The commercial aircraft industry experienced a downturn in the early 1990's, affecting the Company's profitability. Currently, the commercial aircraft industry is beginning to enjoy improved business conditions. Demand for the Company's industrial products is dependent upon spending for capital goods. The Company's Industrial Controls product lines experienced a downturn as a result of the capital goods recession in Europe during the early 1990's. This portion of the Company's operations is currently enjoying improved performance as a result of the recent strengthening of the capital goods market in Europe. There can be no assurance, however, that government funding for the programs on which the Company participates will not be reduced or eliminated, or that commercial aircraft OEMs or manufacturers of industrial equipment will maintain or increase their expenditures on the Company's products. In aggregate, the Company markets its products to a wide variety of customers. Boeing (including Bell-Boeing, a joint venture between Textron, Inc. and Boeing Helicopters, a division of Boeing ("Boeing Helicopters")) and the U.S. government (including U.S. government prime contractors) are Moog's largest customers and represented approximately 12.4% and 36.4%, respectively, ofour fiscal ~~1995~~2005 sales. The loss of Boeing or Lockheed Martin as a customer or a significant reduction in sales to either company would significantly reduce our sales and earnings.


	*We operate in highly competitive markets with competitors who may have greater resources than we possess, which could reduce the volume of products we can sell and our operating margins.*

Many of our products are sold in highly competitive markets. Some of our competitors, especially in our industrial markets, are larger, more diversified corporations and have greater financial, marketing, production, and research and development resources. As a result, they may be better able to withstand the ~~U.S. government (including U.S. government prime contractors)~~effects of periodic economic downturns. Our operations and financial performance will be negatively impacted if our competitors:


	•	develop products that are superior to our products;

	•	develop products that are more competitively priced than our products;

	•	develop methods of more efficiently and effectively providing products and services; or

	•	adapt more quickly than we do to new technologies or evolving customer requirements.

We believe that the principal points of competition in our markets are product quality, price, design and engineering capabilities, product development, conformity to customer specifications, quality of support after the sale, timeliness of delivery and effectiveness of the distribution organization. Maintaining and improving our competitive position will require continued investment in manufacturing, engineering, quality standards, marketing, customer service and support, and our distribution networks. If we do not maintain sufficient resources to make these investments or are not successful in maintaining our competitive position, our operations and financial performance will suffer.


	*Our defined benefit pension plan contributions could substantially increase as a result of matters beyond our control.*

The level of contributions required to fund our defined benefit pension plans is significantly affected by matters outside our control, including the investment performance of the plan’s assets and the level of market interest rates. Higher pension costs and increased cash funding requirements could occur in future years if actual plan investment performance or actual interest rate levels, among other matters, differ from the assumptions we used for these defined benefit plans.


	*A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth and cause us to violate covenants in our bank credit facility.*

Goodwill and other intangible assets are a substantial portion of our assets. At September 24, 2005, goodwill was $378.2 million and other intangible assets were $24.8 million of our total assets of $1.3 billion. Our goodwill may increase in the future since our strategy includes growing through acquisitions. We may have to write off all or part of our goodwill or other intangible assets if their value becomes impaired. Although this write-off would be a non-cash charge, it could reduce our earnings and net worth significantly. A write-off of goodwill or other intangible assets could also cause us to violate covenants in our bank credit facility that require a minimum level of net worth. This could result in our being unable to borrow under the line of credit portion of our bank credit facility or being obliged to refinance or renegotiate the terms of our bank indebtedness.


	*Our sales and earnings growth may be reduced if we cannot implement our acquisition strategy.*

Acquisitions are a key part of our growth strategy. Our historical growth has depended, and our future growth is likely to depend, in large part, on our ability to implement successfully our acquisition strategy, and the successful integration of acquired businesses into our existing operations. We intend to continue to seek additional acquisition opportunities in accordance with our acquisition strategy, both to expand into new markets and to enhance our position in existing markets throughout the world. If we are unable to successfully identify suitable candidates, negotiate appropriate acquisitions, successfully integrate acquired businesses into our existing operations or expand into new markets, our sales and earnings growth would be reduced.


	*We may incur losses and liabilities as a result of our acquisition strategy.*

Growth by acquisition involves risks that could adversely affect our financial condition and operating results, including:


	•	diversion of management time and attention from our core business;

	•	the potential exposure to unanticipated liabilities;

	•	the potential that expected benefits or synergies are not realized and that operating costs increase;

	•	the risks associated with incurring additional acquisition indebtedness, including that additional indebtedness could limit our cash flow availability for operations and our flexibility;

	•	difficulties in integrating the operations and personnel of acquired companies;

	•	the potential impairment of a significant amount of intangible assets; and

	•	the potential loss of key employees, suppliers or customers of acquired businesses.

In addition, any acquisition, once successfully integrated, could negatively impact our financial performance if it does not perform as ~~customers would~~planned, does not increase earnings, or does not prove otherwise to be beneficial to us.


	*Our future growth and continued success is dependent on our key personnel.*

Our future success depends to a significant degree upon the continued contributions of our management team and technical personnel. The loss of members of our management team could have a material and adverse effect ~~upon~~on our business. In addition, competition for qualified technical personnel in our industries is intense, and we believe that our future growth and success will depend on our ability to attract, train and retain such personnel.


	*Future terror attacks, war, or other civil disturbances could negatively impact our business.*

Continued terrorist attacks, war or other disturbances could lead to further economic instability and decreases in demand for commercial products, which could negatively impact our business, financial condition and results of operations. Terrorist attacks world-wide have caused instability from time to time in global financial markets and the ~~Company. Catastrophic Loss; Philippine Facility~~aviation industry. In fiscal 2005, 15% of our net sales was related to commercial aircraft. The ~~Company has~~long-term effects of terrorist attacks on us are unknown. These attacks and the U.S. Government’s continued efforts against terrorist organizations may lead to additional armed hostilities or to further acts of terrorism and civil disturbance in the United States or elsewhere, which may further contribute to economic instability.


	*Our operations in foreign countries expose us to political risks and adverse changes in local legal, tax and regulatory schemes.*

In fiscal 2005, 42% of our consolidated revenue was from customers outside of North America. We expect international operations and export sales to continue to contribute to our earnings for the

foreseeable future. Both the sales from international operations and export sales are subject in varying degrees to risks inherent in doing business outside of the United States. Such risks include, without limitation, the following:


	•	the possibility of unfavorable circumstances arising from host country laws or regulations;

	•	partial or total expropriation;

	•	potential negative consequences from changes to significant taxation policies, laws or regulations;

	•	changes in tariff and trade barriers and import or export licensing requirements;

	•	political or economic instability, insurrection, civil disturbance or war; and

	•	potential negative consequences from the requirements of partial local ownership of operations in certain countries.


	*Government regulations could limit our ability to sell our products outside the United States.*

In fiscal 2005, 15% of our sales were subject to compliance with the United States Export Administration regulations. Our failure to obtain the requisite licenses, meet registration standards or comply with other government export regulations would hinder our ability to generate revenues from the sale of our products outside the United States. Compliance with the government regulations may also subject us to additional fees and costs. The absence of comparable restrictions on competitors in other countries may adversely affect our competitive position. In order to sell our products in European Union countries, we must satisfy certain technical requirements. If we are unable to comply with those requirements with respect to a significant quantity of our products, our sales in Europe would be restricted.


	*Our facilities could be damaged by catastrophes which could reduce our production capacity and result in a loss of customers.*

We conduct our operations in facilities located throughout the world. Any of these facilities could be damaged by fire, floods, earthquakes, power loss, telecommunication and information systems failure or similar events. Our facilities in ~~southern~~Southern California, Japan and the Philippines ~~geographic areas which~~ are particularly susceptible to earthquakes. ~~In addition, the Company's Philippines facility is subject to various risks associated with operations~~These facilities accounted for 21% of our manufacturing, assembly and test capacity in ~~that country, including risks of property damage or personal injuries from civil or political unrest, and risks of the expropriation of private property.~~fiscal 2005. Although ~~the Company carries~~we carry property insurance, ~~consistent with industry standards, it generally does not carry political risk insurance. In addition, due to prohibitive cost, the Company carries limited~~including earthquake insurance ~~for its southern California facility. Thus, there can be no assurance that any losses suffered~~and business interruption insurance, our inability to meet customers’ schedules as a result of ~~these risks will~~catastrophe may result in a loss of customers or significant additional costs such as penalty claims under customer contracts.


	The failure of our products may damage our reputation, necessitate a product recall or result in claims against us that exceed our insurance coverage, thereby requiring us to pay significant damages.

Defects in the design and manufacture of our products may necessitate a product recall. We include complex system design and components in our products that could contain errors or defects, particularly when we incorporate new technology into our products. If any of our products are defective, we could be ~~covered,~~required to redesign or ~~if covered by such insurance,~~recall those products or pay substantial damages or warranty claims. Such an event could result in significant expenses, disrupt sales and affect our reputation and that ~~such insurance will be sufficient~~of our products. We are also exposed to ~~fully recompense the Company. Product Liability The~~product liability claims. Our products ~~manufactured by the Company~~ are used in applications where their failure ~~could~~is likely to result in significant property loss and serious personal injury ~~and~~or death. ~~The Company carries~~We carry aircraft and non-aircraft product liability insurance consistent with industry ~~norms, and in the last ten years the Company has had no product liability claims which were~~norms. However, this insurance coverage may not ~~covered by insurance. However, there can be no assurance that such insurance will~~ be sufficient to fully cover the payment of any potential claim. ~~Lack of Public Market for the Notes The Notes are~~A product recall or a ~~new issue of securities for which there is currently no trading market. If the Notes are traded after their initial issuance, they may trade at~~product liability claim not covered by insurance could have a ~~discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities and other factors, including general economic conditions and the~~material adverse effect on our business, financial condition and ~~performance~~results of operations.


	*Our international operations pose currency and other risks that may adversely impact sales and earnings.*

We have significant manufacturing and ~~prospects~~sales operations in foreign countries. In addition, our domestic operations have sales to foreign customers. Our financial results may be adversely affected by fluctuations

in foreign currencies and by the translation of the financial statements of our foreign subsidiaries from local currencies into U.S. dollars. The translation of our sales in foreign currencies, primarily the euro, British pound and Japanese yen, to the U.S. dollar had a $11.8 million positive impact on sales for fiscal 2005 using average exchange rates for fiscal 2005 compared to average exchange rates for fiscal 2004 and a $28.6 million positive impact on sales for fiscal 2004 using average exchange rates for fiscal 2004 compared to average exchange rates for fiscal 2003.


	*Our operations are subject to environmental laws, and the cost of compliance with those laws may cause us to incur significant costs.*

Our operations and facilities are subject to numerous stringent environmental laws and regulations. Although we believe that we are in material compliance with these laws and regulations, future changes in these laws, regulations, or interpretations of them, or changes in the ~~Company. The Placement~~ ~~Agent has advised the Company that it currently intends~~nature of our operations may require us to make ~~a market~~significant capital expenditures to ensure compliance. We have been and are currently involved in environmental remediation activities, the ~~Notes. However,~~cost of which may become significant depending on the ~~Placement Agent~~discovery of additional environmental exposures at sites that we currently own or operate and at sites that we formerly owned or operated, or at sites to which we have sent hazardous substances or wastes for treatment, recycling or disposal.

USE OF PROCEEDS

This exchange offer is ~~not obligated~~intended to ~~do so,~~satisfy our obligations under the registration rights agreement dated as of September 12, 2005, by and ~~any market-making activity with respect to~~between Moog Inc. and Banc of America Securities, LLC, the ~~Notes may be discontinued at any time without notice. Although the Company is obligated to consummate the Exchange Offer or to register resales~~initial purchaser of the ~~Old Notes by November 10, 1996, there can be no assurance that an active trading market for~~old notes. We will not receive any proceeds from the ~~Notes will develop or be sustained. The Company does not presently intend to apply for listing of the New Notes on any stock~~ exchange or trading market other than the Private Offerings, Resale and Trading through Automatic Linkages (PORTAL) market, for which the Notes are eligible. Consequences of Failure to Exchange Untendered Old Notesoffer. Any old notes that are ~~not~~properly tendered and exchanged ~~for New Notes~~ pursuant to the ~~Exchange Offer~~exchange offer will ~~remain restricted securities. Old Notes will continue~~be retired and cancelled.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to be subject to the following restrictions on transfer: (i) Old Notes may be resold only if registered pursuant to the Securities Act or if an exemption from registration is available thereunder, (ii) Old Notes shall bear a legend restricting transfer in the absence of registration or an exemption therefrom and (iii) a holder of Old Notes who desires to sell or otherwise dispose of all or any part of its Old Notes under an exemption from registration under the Securities Act, if requested by the Company, must deliver to the Company an opinion of independent counsel experienced in Securities Act matters, reasonably satisfactory in form and substance to the Company, that such exemption is available. THE RECAPITALIZATION The Company implemented the Recapitalization to improve its operating and financial flexibility. The principal elementsfixed charges for each of the ~~Recapitalization were the Bank Credit Facility Amendments, the Offering, the Debenture Redemption, the Note Prepayment and the Stock Repurchase, all~~periods indicated is as ~~described below. Sources and Uses~~follows:


Fiscal Year

2005		2004	2003	2002	2001

	5.8	6.0	3.6	2.7	2.1

For these ratios, “earnings” consist of ~~Funds~~pre-tax income from continuing operations before fixed charges.

For these ratios, “fixed charges” consist of:


	•	interest on all indebtedness;

	•	amortization of capitalized expenses related to debt;

	•	an interest factor attributable to rentals; and

	•	preferred stock dividends.

SELECTED FINANCIAL DATA

The following table sets forth selected financial data for each of the ~~sources~~fiscal years ended September 24, 2005, September 25, 2004, September 27, 2003, September 28, 2002 and ~~uses of funds in connection~~September 29, 2001, which is derived from our audited consolidated financial statements filed with the ~~Recapitalization. Amount Amount (in millions) (in millions) Sources~~SEC.


				Fiscal Years

				2005(1)			2004(2)			2003(3)			2002(4)			2001(5)

				(Dollars in thousands except per share data)
RESULTS FROM OPERATIONS
Net sales				$	1,051,342		$	938,852		$	755,490		$	718,962		$	704,378
	Net earnings			$	64,792		$	57,287		$	42,695		$	37,599		$	27,938
	Net earnings per share(6)
		Basic		$	1.68		$	1.48		$	1.24		$	1.13		$	.95
		Diluted		$	1.64		$	1.45		$	1.22		$	1.11		$	.94
	Weighted-average shares outstanding(6)
		Basic			38,608,235			38,796,381			34,328,052			33,322,154			29,465,483
		Diluted			39,498,834			39,592,224			34,860,206			33,825,591			29,812,763

FINANCIAL POSITION
	Total assets			$	1,303,327		$	1,124,928		$	991,580		$	885,547		$	856,541
	Working capital				312,706			321,805			340,776			276,097			257,379
	Indebtedness — senior				148,773			311,289			256,660			196,463			253,329
			— senior subordinated		200,124			—			—			120,000			120,000
	Shareholders’ equity				521,037			471,656			424,148			300,006			235,828
	Shareholders’ equity per common share outstanding(6)				13.48			12.23			10.93			8.80			8.02

SUPPLEMENTAL FINANCIAL DATA
	Capital expenditures			$	41,188		$	34,297		$	28,139		$	27,280		$	26,955
	Depreciation and amortization				36,207			35,508			29,535			25,597			31,693
	Research and development				43,561			29,729			30,497			33,035			26,461
	Twelve-month backlog				539,186			449,896			367,983			364,574			364,331

RATIOS
	Net return on sales				6.2	%		6.1	%		5.7	%		5.2	%		4.0	%
	Return on shareholders’ equity				12.8	%		12.6	%		12.5	%		13.3	%		12.2	%
	Current ratio				2.09			2.42			2.61			2.52			2.38
	Long-term debt to capitalization(7)				40.1	%		39.8	%		37.7	%		51.3	%		61.3	%

(1)

Includes the effects of the acquisition of the stock of the Power and Data Technologies Group of the Kaydon Corporation on July 26, 2005, the acquisition of the stock of FCS Control Systems on August 11, 2005 and the acquisition of an industrial systems engineering business and a commercial aircraft repair business in the second quarter of 2005. Also includes the effects of the issuance of the $200,000 senior subordinated notes, $150,000 on January 10, 2005 and $50,000 on September 12, 2005. See Notes 2 and 7 of the Consolidated Financial Statements at Item 8 of our report on Form 10-K filed with the SEC on December 7, 2005.


(2)	Includes the effects of the acquisition of the net assets of the Poly-Scientific division of Litton Systems, Inc., a subsidiary of Northrup Grumman Corporation, on September 30, 2003. See Note 2 to the Consolidated Financial Statements at Item 8 of our report on Form 10-K filed with the SEC on December 7, 2005.

(3)	Includes the effects of the redemption of the senior subordinated notes on May 1, 2003 and the Class A Common Stock offering completed in September 2003. See Note 11 to the Consolidated Financial Statements at Item 8 of our report on Form 10-K filed with the SEC on December 7, 2005.

(4)	Includes the effects of the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets,” under which goodwill was no longer amortized beginning in 2002, the effects of the Class A Common Stock offering completed in November 2001 and the effects of the acquisition of the satellite and space product lines of the Electro Systems Division of Tecstar, Inc. and 81% of the stock of Tokyo Precision Instruments Co. Ltd.

(5)	Includes the effects of the acquisitions of the space valve business of PerkinElmer Fluid Sciences, the radial piston pump business of Robert Bosch GmbH, Whitton Technology, Vickers Electric Division and the remaining 25% minority interest of Hydrolux Sarl.

(6)	Share and per share data prior to the April 1, 2005 three-for-two split of the Company’s Class A and Class B Common Stock have been restated.

(7)	Capitalization is the sum of total debt and shareholders’ equity.

DESCRIPTION OF CERTAIN INDEBTEDNESS

We maintain a bank credit facility to fund our short and long-term capital requirements, including for acquisitions, with a syndicate of ~~Funds: Uses~~banks led by HSBC Bank USA, National Association, as agent. This bank credit facility consists of ~~Funds: Bank Credit Facility $18.0 Debenture Redemption(1) $17.9 Proceeds~~a $75.0 million term loan and a $315.0 million revolver that had outstanding balances of ~~Offering 120.0 Note Prepayment(1) 16.4 Stock Repurchase 12.9 Repayment~~$37.5 million and $99.4 million, respectively, at September 24, 2005. Interest on outstanding bank credit facility borrowings is based on LIBOR plus the applicable margin, which is currently 125 basis points. During the second quarter of ~~Bank Credit Facility 86.5 Transaction fees~~fiscal 2006, the applicable margin will increase to 150 basis points as a result of a change in our leverage ratio. The bank credit facility expires on March 31, 2008 and estimated expenses(2) 4.3 ______ ______ Total $138.0 Total $138.0 ====== ====== ~~___________________ (1) Does not include accrued interest. (2) Includes~~requires quarterly principal payments on the term loan of $3.75 million. The bank credit facility is secured by substantially all of our U.S. assets.

The bank credit facility contains various covenants. The covenant for minimum consolidated net worth, defined as the sum of capital stock and additional paid-in capital plus retained earnings, adjusts over the term of the facility and was $275.0 million at September 24, 2005. The covenant for minimum interest coverage ratio, defined as the ratio of adjusted EBITDA to total interest expense for the most recent four quarters, is 3.0. The covenant for minimum fixed charge coverage ratio, defined as the ratio of (i) ~~discounts, commissions~~adjusted EBITDA minus capital expenditures to (ii) the sum of interest expense, income tax expense and ~~expenses~~regularly scheduled principal payments on debt, all for the most recent four quarters, is 1.2. The covenant for the maximum leverage ratio, defined as the ratio of ~~approximately $3.8~~total debt (including letters of credit) less cash to adjusted EBITDA for the most recent four quarters, is 3.5. The covenant for maximum capital expenditures is $50 million in ~~connection~~any one fiscal year. Adjusted EBITDA is defined in the bank credit facility agreement as (i) the sum of net income, interest expense, income tax expense, depreciation expense, amortization expense and other non-cash items reducing net income minus (ii) other non-cash items increasing net income. The bank credit facility contains other customary covenants as to, among other things, financial statements, corporate existence, insurance, properties, pension obligations and environmental legal compliance. The bank credit facility contains customary negative covenants which, among other things, limit indebtedness, liens, mergers and consolidations, asset sales, dividends and other distributions and transactions with affiliates. At September 24, 2005, we were in compliance with all covenants. The bank credit facility also contains various events of default, including non-payment, cross-defaults on other obligations in excess of $5.0 million, merger or cessation of our business, insolvency, pension default, change in control and impairment of loan documents or liens.

In addition to the bank credit facility, we maintain short-term credit facilities with banks throughout the world to meet the short-term financing needs of our subsidiaries. These short-term facilities are principally demand lines subject to revision by the banks. We also had indebtedness associated with the ~~Offering,~~financing of buildings in Germany and ~~(ii) prepayment and amendment fees~~Italy totaling $9.2 million as of approximately $.5 million. The Bank Credit Facility Amendments On March 22, 1996 and May 13, 1996, the Company and the lenders (the "Banks") under the Bank Credit Facility entered into the Bank Credit Facility Amendments pursuant to which the Banks consented to the Recapitalization, and the parties agreed to amend certain financial covenants in the Credit Agreement. See "Description of Bank Credit Facility." As partSeptember 24, 2005.

THE EXCHANGE OFFER

Terms of the ~~Recapitalization, the Company (i) used $17.9 million~~Exchange Offer; Period for Tendering Old Notes

Subject to terms and conditions detailed in funds available under the Bank Credit Facility to consummate the Debenture Redemption on April 26, 1996, and (ii) used the remaining net proceeds of the Offering (after the Note Prepayment, Stock Repurchase and payment of transaction fees and expenses) to repay a substantial portion of the Company's outstanding revolving borrowings under the Bank Credit Facility. As of March 31, 1996, the Company's revolving borrowings under the Bank Credit Facility totalled $102.0 million. Amounts outstanding accrued interest at a weighted average rate of 7.75% per annum as of March 31, 1996 (including approximately 35 basis pointsthis prospectus, we will accept for interest rate swap costs). The Debenture Redemption On April 26, 1996, the Company redeemed all of its outstanding 9-7/8% Convertible Debentures, at a redemption price equal to 100% of the principal amount thereof ($18.0 million at April 15, 1996) plus accrued interest to the redemption date. The Company used funds available under the Bank Credit Facility to consummate the Debenture Redemption. The 9-7/8% Convertible Debentures were convertible into shares of Class A Common Stock at any timeexchange old notes which are properly tendered on or prior to ~~April 26, 1996 at a price per share equal to $22.88. Prior to consummation of~~ the Debenture Redemption, approximately $.1 million principal amount of 9-7/8% Convertible Debentures were converted into 6,204 shares of Class A Common Stock. The Offering The proceeds to the Company (net of discounts, commissions and estimated expenses) from the sale of the Old Notes were $116.3 million. The net proceeds of the Offering were used to retire or refinance certain indebtedness of the Company, including making the Note Prepayment, and to consummate the Stock Repurchase. The Note Prepayment The Company completed the Note Prepayment concurrently with the closing of the Offering, paying principal of $16.4 million and a prepayment fee of $.4 million, plus accrued interest. The Stock Repurchase In connection with the consummation of the Offering, the Company purchased 714,600 shares of Class A Common Stock held from Seneca for $18 per share, or an aggregate purchase price of $12.9 million. Arthur S. Wolcott, the Chairman, director and major shareholder of Seneca, is a director of Moog, and Robert T. Brady, Chairman of the Board, President and Chief Executive Officer of the Company, is a director of Seneca. See "Management" and "Security Ownership of Certain Beneficial Owners and Management." THE EXCHANGE OFFER General In connection with the sale of the Old Notes, the purchasers thereof became entitled to the benefits of certain registration rights. Pursuant to the Registration Rights Agreement, the Company agreed to use its best efforts to cause the Registration Statement of which this Prospectus is a part to become effective with respect to the Exchange Offer for the New Notes and to consummate the Exchange Offer by November 10, 1996. In the event that the Company determines that the Exchange Offer may not be consummated, if the Exchange Offer is not consummated by November 10, 1996, or if counsel to the Placement Agent under certain circumstances opines that the Placement Agent cannot resell the Notes without so registering, the Company will use its best efforts to file the Shelf Registration Statement and keep it effective until May 14, 1999 or such shorter period as may be necessary to allow for the resale of all Old Notes. In the event that the Exchange Offer is not consummated or a Shelf Registration Statement with respect to resales of the Old Notes is not declared effective by November 10, 1996, the interest rate borne by the Old Notes shall be permanently increased to 10-1/2%. The New Notes have terms identical in all material respects to the terms of the Old Notes except that the New Notes have been registered under the Securities Act and following the completion of the Exchange Offer, the Notes generally will not be entitled to a contingent increase in the interest rate otherwise provided under certain circumstances. In the event the Exchange Offer is consummated, the Company will not be required to file a Shelf Registration Statement relating to the registration of any outstanding Old Notes other than those held by persons not eligible to participate in the Exchange Offer, and the interest rate on such Old Notes will remain at its initial level of 10%. The Exchange Offer shall be deemed to have been consummated upon the earlier to occur of (i) the Company having exchanged New Notes for all outstanding Old Notes (other than Old Notes held by persons not eligible to participate in the Exchange Offer) pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, New Notes for all Old Notes that have been tenderedexpiration date and not withdrawn onas permitted below. As used herein, the Expiration Date. Upon consummation, holders of Old Notes seeking liquidity in their investment (except under certain circumstances, Participating Broker Dealers, as defined in the Registration Rights Agreement, and the Placement Agent) would have to rely on exemptions to registration requirements under the securities laws, including the Securities Act. See "Risk Factors--Consequences of Failure to Exchange." Upon the terms and subject to the conditions set forth in this Prospectus and in the accompanying Letter of Transmittal, the Company will accept all Old Notes properly tendered and not withdrawn prior toterm “expiration date” means 5:00 p.m., New York City time, on , 2006, the ~~Expiration Date. The Company will issue $1,000 principal amount~~30th day following the date of ~~New Notes~~this prospectus. We may, however, in ~~exchange for each $1,000 principal amount of outstanding Old Notes accepted in~~our sole discretion, extend the Exchange Offer. Holders may tender some or all of their Old Notes pursuant to the Exchange Offer in denominations of $1,000 and integral multiples thereof. Based on no-action letters issued by the staff of the Commission to third parties, the Company believes that the New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by any holder thereof (other than (i) a broker-dealer who purchased such Old Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act or (ii) a person that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery requirements of the Securities Act provided that the holder is acquiring the New Notes in its ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate, in the distribution of the New Notes. Holders of Old Notes wishing to accept the Exchange Offer must represent to the Company that such conditions have been met. Each broker-dealer that receives New Notes in exchange for Old Notes held for its own account, as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealer in connection with resales of New Notes received in exchange for Old Notes. The Company has agreed that, for a period of ~~90 days after~~time during which the ~~Expiration Date, it will make this Prospectus~~exchange offer is open. The term “expiration date” means the latest time and ~~any amendment or supplement~~date to ~~this Prospectus available to any such~~ ~~broker-dealer for use in connection with any such resale. See "Plan of Distribution."~~which the exchange offer is extended.

As of the date of this ~~Prospectus, $120~~prospectus, $50.0 million aggregate principal amount of ~~the Old Notes is~~old notes are outstanding. In connection with the issuance of the Old Notes, the Company arranged for the Old Notes initially purchased by Qualified Institutional Buyers to be issued and transferable in book entry form through the facilities of DTC, acting as depositary. The New Notes are also issuable and transferable in book-entry form through DTC. This ~~Prospectus,~~prospectus, together with the ~~accompanying Letter~~letter of ~~Transmittal,~~transmittal, is first being sent on or about the date hereof, to all ~~registered~~ holders as of ~~___________, 1996 (the "Record Date"). The Company shall be deemed~~old notes known to ~~have accepted validly tendered Old Notes when, as~~us.

We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and ~~if the Company has given~~delay acceptance for exchange of any old notes, by giving oral or written notice ~~thereof~~of such extension to the ~~Exchange Agent. See "--Exchange Agent." The Exchange Agent~~holders thereof as described below. During any such extension, all old notes previously tendered will ~~act as agent~~remain subject to the exchange offer and may be accepted for ~~the tendering holders of Old Notes for the purpose of receiving New Notes from the Company and delivering New Notes to such holders. If any tendered Old Notes are~~exchange by us. Any old notes not accepted for exchange ~~because of an invalid tender or the occurrence of certain other events set forth herein, certificates~~ for any ~~such unaccepted Old Notes~~reason will be returned without ~~expenses,~~expense to the tendering holder ~~thereof~~ as promptly as practicable after the ~~Expiration Date. Holders~~expiration or termination of the exchange offer.

Old ~~Notes who tender~~notes tendered in the ~~Exchange Offer will not~~exchange offer must be ~~required~~in denominations of principal amount of $1,000 and any integral multiple thereof.

We expressly reserve the right to ~~pay brokerage commissions~~amend or ~~fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to~~terminate the exchange offer, and not to accept for exchange any old notes, upon the occurrence of ~~Old Notes pursuant~~any of the conditions of the exchange offer set forth in this prospectus under the caption “— Conditions to the Exchange Offer. ~~The Company~~” We will pay all reasonable charges and expenses, other than certain applicable taxes and any counsel fees incurred by the Placement Agent, in connection with the Exchange Offer. See "--Fees and Expenses." Expiration Dates; Extensions; Amendments The term "Expiration Date" shall mean _____________, 1996 unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term "Expiration Date" shall mean the latest date to which the Exchange Offer is extended. In order to extend the Expiration Date, the Company will notify the Exchange Agent of any extension bygive oral or written notice ~~and will mail~~of any extension, amendment, non-acceptance or termination to the ~~record~~ holders of ~~Old Notes an~~the old notes as promptly as practicable. Such notice, in the case of any extension, will be issued by means of a press release or other public announcement ~~thereof, each prior to~~no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Such announcement may state that the Company is extending the Exchange Offer for a specified period of time. The Company reserves the right (i) to delay acceptance of any Old Notes, to extend the Exchange Offer or to terminate the Exchange Offer and to refuse to accept Old Notes not previously accepted, if any of the conditions set forth herein under "-- Termination" shall have occurred and shall not have been waived by the Company (if permitted to be waived by the Company), by giving oral or written notice of such delay, extension or termination to the Exchange Agent, and (ii) to amend the terms of the Exchange Offer in any manner deemed by it to be advantageous to the holders of the Old Notes. Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof. If the Exchange Offer is amended in a manner determined by the Company to constitute a material change, the Company will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the Old Notes of such amendment. Without limiting the manner to which the Company may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the Exchange Offer, the Company shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to the Dow Jones New Service. Interest on the New Notes The New Notes will bear interest from May 10, 1996, payable semiannually on May 1 and November 1 of each year commencing on November 1, 1996, at the rate of 10% per annum. Holders of Old Notes accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on the Old Notes accrued from May 10, 1996 until the date of the issuance of the New Notes. Consequently holders who exchange their Old Notes for New Notes will receive the same interest payment on November 1, 1996 (the first interest payment date with respect to the Old Notes and the New Notes) that they would have received had they not accepted the Exchange Offer. expiration date.

Procedures for Tendering ToOld Notes

The tender ~~in the Exchange Offer, a holder must complete, sign~~to us of old notes by you as set forth below and date the Letter of Transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the Letter of Transmittal, and mail or otherwise deliver such Letter of Transmittal or such facsimile, together with the Old Notes (unless such tender is being effected pursuant to the procedure for book-entry transfer described below) and any other required documents, to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Any financial institution that is a participant in DTC's Book-Entry Transfer Facility system may make book-entry deliveryour acceptance of the Old Notes by causing DTC to transfer such Old Notes into the Exchange Agent's account in accordance with DTC's procedure for such transfer. Although delivery of Old Notes may be effected through book-entry transfer into the Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received or confirmed by the Exchange Agent at its addresses set forth herein under "--Exchange Agent" prior to 5:00 p.m., New York City time, ~~on the Expiration Date. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. The tender by a holder of Old Notes~~old notes will constitute ana binding agreement between ~~such holder~~us and ~~the Company in accordance with~~you upon the terms and subject to the conditions set forth ~~herein~~in this prospectus and in the ~~Letter~~accompanying letter of ~~Transmittal. Delivery of all documents must be made~~transmittal. Except as set forth below, to tender old notes for exchange pursuant to the ~~Exchange Agent~~exchange offer, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal or, in the case of a book-entry transfer, an agent’s message in lieu of such letter of transmittal, to JPMorgan Chase Bank, N.A., as exchange agent, at ~~its~~the address set forth ~~herein. Holders~~in this prospectus under the caption “— Exchange Agent” on or prior to the expiration date. In addition, either:


	•	certificates for such old notes must be received by the exchange agent along with the letter of transmittal;

	•	a timely confirmation of a book-entry transfer (a “book-entry confirmation”) of such old notes, if such procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer must be received by the exchange agent, prior to the expiration date, with the letter of transmittal or an agent’s message in lieu of such letter of transmittal; or

	•	the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be

bound by the letter of transmittal and that we may ~~also request that their respective brokers, dealers, commercial banks, trust companies or nominees effect~~enforce such ~~tender for~~letter of transmittal against such ~~holders.~~participant.

The method of delivery of ~~Old Notes and the Letters~~old notes, letters of ~~Transmittal~~transmittal and all other required documents ~~to the Exchange Agent~~ is at ~~the~~your election and ~~risk of the holders. Instead of~~risk. If such delivery is by mail, it is recommended that ~~holders~~you use ~~an overnight or hand delivery service.~~registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time ~~should be allowed~~ to assure timely delivery. ~~NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. Only a holder~~No letter of ~~Old Notes may tender such Old Notes in the Exchange Offer. The term "holder" with respect~~transmittal or old notes should be sent to the Exchange Offer means any person in whose name Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder, or any person whose Old Notes are held of record by DTC who desires to deliver such Old Notes by book-entry transfer at DTC. Any beneficial holder whose Old Notes are registered in the name of his broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on his behalf. If such beneficial holder wishes to tender on his own behalf, such beneficial holder must, prior to completing and executing the Letter of Transmittal and delivering his Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such holder's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.us.

Signatures on a ~~Letter~~letter of ~~Transmittal~~transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:


	•	by a holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

	•	for the account of an eligible institution (as defined below).

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm which is a member ~~firm~~of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program (each such entity being hereinafter referred to as an “eligible institution”). If old notes are registered in the name of a ~~registered national securities exchange or~~person other than the signer of the ~~National Association~~letter of ~~Securities Dealers, Inc.,~~transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a ~~commercial bank~~written instrument or ~~trust company having~~instruments of transfer or exchange, in satisfactory form as we or the exchange agent determine in our sole discretion, duly executed by the registered holders with the signature thereon guaranteed by an ~~office~~eligible institution.

We or the exchange agent in our sole discretion will make a final and binding determination on all questions as to the validity, form, eligibility (including time of ~~correspondent~~receipt) and acceptance of old notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particular old note not properly tendered or to not accept any particular old note which acceptance might, in our judgment or our counsel’s, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender old notes in the ~~United States~~exchange offer). Our or ~~an "eligible guarantor institution"~~the exchange agent’s interpretation of the term and conditions of the exchange offer as to any particular old note either before or after the expiration date (including the letter of transmittal and the instructions thereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the ~~meaning~~exchange agent or any other person, under any duty to notify you of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution") unless the Old Notes tendered pursuant thereto are tendered (i) by a registered holder who has not completed the box entitled "Special Issuance Instructions"any defect or ~~"Special Delivery Instructions" on the Letter~~irregularity with respect to your tender of ~~Transmittal or (ii)~~old notes for ~~the account of an Eligible Institution.~~exchange, and no one will be liable for failing to provide such notification.

If the ~~Letter~~letter of ~~Transmittal~~transmittal is signed by a person or persons other than the registered holder or holders of ~~any Old Notes listed therein,~~old notes, such ~~Old Notes~~old notes must be endorsed or accompanied by ~~appropriate bond~~ powers ~~which authorize such person to tender~~of attorney signed exactly as the ~~Old Notes on behalf~~name(s) of the registered ~~holder, in either case signed as the name of the registered holder or holders appears~~holder(s) that appear on the ~~Old Notes.~~old notes.

If the ~~Letter~~letter of ~~Transmittal~~transmittal or any ~~Old Notes~~old notes or ~~bond~~ powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when ~~signing, and unless~~signing. Unless waived by us or the ~~Company,~~exchange agent, proper evidence satisfactory to ~~the Company~~us of their authority to so act must be submitted with the ~~Letter~~letter of Transmittal. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of the tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any irregularities or conditions of tender as to particular Old Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the Exchange Agent to the tendering holder of such Old Notes unless otherwise provided in the Letter of Transmittal, as soon as practicable following the Expiration Date. In addition, the Company reserves the right in its sole discretion to (a) purchase or make offers for any Old Notes that remain outstanding subsequent to the Expiration Date, or, as set forth under "Termination," to terminate the Exchange Offer and (b) to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the Exchange Offer.transmittal.

By tendering ~~each holder of Old Notes will~~old notes, you represent to ~~the Company~~us that, among other things, the ~~New Notes~~new notes acquired pursuant to the ~~Exchange Offer~~exchange offer are being obtained in the ordinary course of business of the person receiving such ~~New Notes,~~new notes, whether or not such person is the holder, that neither the ~~Holder nor any other person has an arrangement or understanding with any person~~ ~~to participate in the distribution of the New Notes and that neither the~~ holder nor ~~any~~ such other person has anany arrangement or understanding with any person, to participate in the distribution of the ~~New Notes~~new notes, and that ~~neither~~you are not holding old notes that have, or are reasonably likely to have, the ~~holder nor any such other person is~~status of an ~~"affiliate" of~~unsold allotment in the ~~Company within the meaning of~~initial offering. If you are our “affiliate,” as defined under Rule 405 under the Securities Act, and engage in or intend to engage in or have an arrangement or understanding with any person to participate in

a distribution of such new notes to be acquired pursuant to the exchange offer, you or any such other person:


	•	could not rely on the applicable interpretations of the staff of the SEC; and

	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See the discussion in this prospectus under the caption “Plan of Distribution.” The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after acceptance of the old notes. See the discussion in this prospectus under the caption “— Conditions to the Exchange Offer.” For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange if and when we give oral (confirmed in writing) or written notice to the exchange agent.

The holder of each old note accepted for exchange will receive a new note in the amount equal to the surrendered old note. Holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes. Holders of new notes will not receive any payment in respect of accrued interest on old notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the exchange offer.

In all cases, issuance of new notes for old notes that are accepted for exchange will be made only after timely receipt by the exchange agent of:


	•	a timely book-entry confirmation of such old notes into the exchange agent’s account at DTC;

	•	a properly completed and duly executed letter of transmittal or an agent’s message in lieu thereof; and

	•	all other required documents.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged old notes will be returned without expense to the tendering holder (or, in the case of old notes tendered by book entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described below), such non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfers

For purposes of the exchange offer, the exchange agent will request that an account be established with respect to the old notes at DTC within two business days after the date of this prospectus, unless the exchange agent already has established an account with DTC suitable for the exchange offer. Any financial institution that is a participant in DTC may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of old notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof or an agent’s message in lieu thereof, with any required

signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth in this prospectus under the caption “— Exchange Agent” on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery Procedures ~~Holders who wish~~

If you desire to tender ~~their Old Notes~~your old notes and ~~(i) whose Old Notes~~your old notes are not immediately available, or ~~(ii) who cannot deliver their Old Notes, the Letter of Transmittal,~~time will not permit your old notes or ~~any~~ other required documents to reach the ~~Exchange Agent prior to~~exchange agent before the ~~Expiration Date, or if such Holder cannot complete the procedure for book-entry transfer on a timely basis, may effect~~expiration date, a tender if; (a) The tender is made through an Eligible Institution; (b) Prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder of the Old Notes, the certificate number or numbers of such Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made thereby, and guaranteeing that, within five business days after the Expiration Date, the Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing the Old Notes to be tendered in proper form for transfer and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent; and (c) Such properly completed and executed Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing all tendered Old Notes in proper form for transfer (or confirmation of a book-entry transfer into the Exchange Agent's account at DTC of Old Notes delivered electronically) and all other documents required by the Letter of Transmittal are received by the Exchange Agent within five business days after the Expiration Date. Withdrawal of Tenders Except as otherwise provided herein, tenders of Old Notes may be ~~withdrawn~~effected if:


	•	the tender is made through an eligible institution;

	•	prior to the expiration date, the exchange agent received from such eligible institution a notice of guaranteed delivery, substantially in the form we provide (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth your name and address, the amount of old notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed appropriate letter of transmittal or facsimile thereof or agent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by such eligible institution with the exchange agent; and

	•	the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed appropriate letter of transmittal or facsimile thereof or agent’s message in lieu thereof, with any required signature guarantees and all other documents required by the letter of transmittal, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

You may withdraw your tender of old notes at any time prior to ~~5:00 p.m., New York City time, on~~ the ~~business day prior to the Expiration Date, unless previously accepted for exchange.~~expiration date. To ~~withdraw a tender of Old Notes in the Exchange Offer,~~be effective, a written ~~or facsimile transmission~~ notice of withdrawal must be received by the ~~Exchange Agent~~exchange agent at ~~its address~~one of the addresses set forth ~~herein prior~~in this prospectus under the caption “— Exchange Agent.” This notice must specify:


	•	the name of the person having tendered the old notes to be withdrawn;

	•	the old notes to be withdrawn (including the principal amount of such old notes); and

	•	where certificates for old notes have been transmitted, the name in which such old notes are registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to ~~5:00 p.m., New York City time, on~~ the ~~business day~~exchange agent, then, prior to the ~~Expiration Date~~release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and ~~prior~~a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless such holder is an eligible institution. If old notes have been tendered pursuant to ~~acceptance~~the procedure for ~~exchange thereof by the Company. Any such~~book-entry transfer described above, any notice of withdrawal must ~~(i)~~ specify the name and number of the ~~person having deposited the Old Notes~~account at DTC to be credited with the withdrawn ~~(the "Depositor"), (ii) identify~~old notes and otherwise comply with the ~~Old Notes to be withdrawn (including~~procedures of DTC.

We or the ~~certificate number or numbers~~exchange agent will make a final and ~~principal amount of such Old Notes), (iii) be signed by the Depositor in the same manner as the original signature~~binding determination on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to permit the Trustee with respect to the Old Notes to register the transfer of such Old notes into the name of the Depositor withdrawing the tender and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. Allall questions as to the validity, form and eligibility (including time of receipt) ~~for~~of such ~~withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties.~~notices. Any ~~Old Notes~~old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the ~~Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly rendered.~~exchange offer. Any ~~Old Notes which have been~~old notes tendered ~~but which are not accepted~~ for exchange but not exchanged for any reason will be returned to the holder ~~thereof~~ without cost to such holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above), such old notes will be

credited to an account maintained with DTC for the old notes as soon as practicable after withdrawal, rejection of tender or termination of the ~~Exchange Offer.~~exchange offer. Properly withdrawn ~~Old Notes~~old notes may be ~~rendered~~retendered by following one of the procedures ~~described~~set forth in this prospectus under the caption “— Procedures for Tendering Old Notes” above ~~under"--Procedures for Tendering"~~ at any time on or prior to the ~~Expiration Date. Termination~~expiration date.

Conditions to the Exchange Offer

Notwithstanding any other ~~term~~provision of the ~~Exchange Offer, the Company will~~exchange offer, we are not be required to accept for exchange, or to issue new notes in exchange ~~New Notes~~ for, any ~~Old Notes not therefore accepted for exchange,~~old notes and may terminate or amend the ~~Exchange Offer as provided herein before~~exchange offer, if any of the following events occur prior to acceptance of such ~~Old Notes if~~old notes:


	(a) the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC; or

	(b) there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree has been issued by, any court of governmental agency or other governmental regulatory or administrative agency or commission,


	(1) seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result thereof, or

	(2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the old notes pursuant to the exchange offer;

or any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign, or any action has been taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign, that in our sole judgment might, directly or indirectly, result in any of the consequences referred to in clauses (1) or (2) above or, in our reasonable judgment, might result in the holders of new notes having obligations with respect to resales and transfers of new notes which are greater than those described in the interpretation of the SEC referred to in this prospectus under the caption “Plan of Distribution”, or would otherwise make it ~~determines that its ability~~inadvisable to proceed with the ~~Exchange Offer could be impaired due, for example,~~exchange offer; or


	(c) there has occurred:


	(1) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market,

	(2) any limitation by a governmental agency or authority which may adversely affect our ability to complete the transactions contemplated by the exchange offer,

	(3) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit, or

	(4) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof; or

(d) any change (or any development involving a prospective change) has occurred or is threatened in our business, properties, assets, liabilities, financial condition, operations, results of operations or prospects and our subsidiaries taken as a whole that, in our reasonable judgment, is or may be adverse to us, or we have become aware of facts that, in our reasonable judgment, have or may have adverse significance with respect to the value of the old notes or the new notes;

which in our reasonable judgment in any ~~pending or threatened legal or governmental action, any new law, statute, rule or regulation or any interpretation~~case, and regardless of the ~~staff of the Commission. There can be no assurance that~~circumstances (including any action by us) giving rise to any such condition, ~~will not occur. If~~makes it inadvisable to proceed with the ~~Company determines that it~~exchange offer and/or with such acceptance for exchange or with such exchange.

The foregoing conditions are for our sole benefit and may terminate the Exchange Offer, as set forth above, the Company may (i) refuse to accept any Old Notes and return any Old Notes that have been tendered to the holders thereof, (ii) extend the Exchange Offer and retain all Old Notes tendered prior to the Expirationbe asserted by us regardless of the ~~Exchange Offer, subject~~circumstances giving rise to ~~the rights of such holders of tendered Old Notes to withdraw their tendered Old Notes,~~any condition or (iii) waive such termination event with respect to the Exchange Offer and accept all properly tendered Old Notes that have not been withdrawn. If such waiver constitutes a material change in the Exchange Offer, the Company will disclose such change by means of a supplement to this Prospectus that will be distributed to each registered holder of Old Notes, and the Company will extend the Exchange Offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders of the Old Notes, if the Exchange Offer would otherwise expire during such period. Exchange Agent Fleet National Bank, the Trustee under the Indenture, has been appointed as Exchange Agent for the Exchange Offer. Questions and requests for assistance and requires for additional copies of this Prospectus or of the Letter of Transmittal should be directed to the Exchange Agent addressed as follows: By Mail or Hand Delivery: Fleet National Bank 777 Main Street Hartford, Connecticut 06115 Attention: Corporate Trust Department Facsimile Transmission: (860) 986-7908 Confirm by Telephone: (860) 986-1271 Fees and expenses The expenses of soliciting tenders pursuant to the Exchange Offer will be borne by the Company. The principal solicitation for tenders pursuant to the Exchange Offer is being made by mail. Additional solicitations may be ~~made~~waived by officers and regular employees of the Company and its affiliates in person, by telegraph or telephone. The Company will not make any payments to brokers, dealers or other persons soliciting acceptances of the Exchange Offer. The Company, however, will pay the Exchange Agent reasonable and customary fees for its services and will reimburse the Exchange Agent for its reasonable out-of-pocket expenses in connection therewith. The Company may also pay brokerage house and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Prospectus, Letters of Transmittal and related documents to the beneficial owners of the Old Notes and in handling or forwarding tenders for exchange. The expenses to be incurred in connection with the Exchange Offer, including fees and expenses of the Exchange Agent and Trustee and accounting and legal fees, will be paid by the Company. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates representing New Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered, or if tendered Old Notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. CAPITALIZATION The following table sets forth the actual consolidated short-term debt and capitalization of the Company as of March 31, 1996 and as adjusted to reflect the Recapitalization as if it had occurred on such date. The following table should be read in conjunction with the Consolidated Financial Statements of the Company and notes thereto included elsewhere herein. March 31, 1996 As Actual Adjusted(1) (in thousands) Short-term debt: Notes payable $4,919 $4,919 Current installments of long-term debt and convertible subordinated debentures 11,211 7,011 _______ _______ Total short-term debt $16,130 $11,930 ======= ======= Long-term debt, excluding current installments: Bank Credit Facility: Revolving credit facility $102,000 $34,096 Term loan facility 27,000 27,000 10-1/4% Note 14,300 -- International and other U.S. term loan agreements 14,023 14,023 Obligations under capital leases 4,260 4,260 9-7/8% Convertible Subordinated Debentures 16,600 -- Senior Subordinated Notes Due 2006 -- 120,000 _______ _______ Total long-term debt 178,183 199,379 _______ _______ Shareholders' equity: 9% Series B Cumulative, Convertible, Exchangeable Preferred Stock, $1.00 par value; 200,000 shares authorized; 100,000 shares issued and outstanding(2) 100 100 Class A Common Stock, $1.00 par value; 30,000,000 shares authorized; 6,599,306 shares issued(3) 6,599 6,599 Class B Common Stock, $1.00 par value; 10,000,000 shares authorized; 2,534,817 shares issued(4) 2,535 2,535 Additional paid-in capital 47,704 47,704 Retained earnings 67,933 67,407 Treasury shares -- at cost (17,825) (30,546) Equity adjustments 4,546 4,546 Loan to Savings and Stock Ownership Plan (617) (617) _______ _______ Total shareholders' equity 110,975 97,728 _______ _______ Total capitalization $289,158 $297,107 ======= ======= _________________ (1) See Note 10 to "Summary -- Summary Historical and Pro Forma Consolidated Financial Information" regarding adjustments. (2) The Company is authorized to issue up to 9,800,000 additional shares of preferred stock. (3) Does not include (i) 311,200 shares of Class A Common Stock reserved for issuance upon exercise of outstanding stock options at exercise prices ranging from $5.625 to $10.50 per share and 130,412 shares of Class B Common Stock reserved for issuance upon exercise of outstanding stock options at exercise prices ranging from $11.00 to $17.25 per share, (ii) 8,585 shares of Class A Common Stock reserved for issuance upon conversion of outstanding shares of Series B Preferred Stock, and (iii) 2,534,817 shares of Class A Common Stock reserved for issuance upon conversion of outstanding shares of Class B Common Stock. (4) Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis. SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA The following table sets forth selected consolidated financial and operating data of the Company for the periods indicated. The selected consolidated financial data as of and for each of the five years ended September 30, 1995, except data presented under the caption "Key Operating Data," has been derived from the Company's audited consolidated financial statements. The selected consolidated financial data for each of the six month periods ended March 31, 1995 and 1996 (except for data presented under the caption "Key Operating Data") and the Balance Sheet Data as of March 31, 1996, have been derived from unaudited consolidated condensed financial statements of the Company which, in the opinion of management, include all adjustments (consisting only of normal recurring items) necessary for a fair and consistent presentation of such data. The results for the six months ended March 31, 1996 are not necessarily indicative of results to be expected for the full fiscal year. The selected consolidated financial data as of September 30, 1994 and 1995, and for each of the years ended September 30, 1993, 1994 and 1995, should be read in conjunction with the consolidated financial statements of the Company and notes thereto, which refer to accounting changes made in fiscal 1994, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this prospectus.

___________________ (1) Net sales in fiscal 1994 and 1995 include $22,400 and $95,000, respectively, related to the Acquisition. (2) Restructuring charges in fiscal 1992 and 1994 and the inventory obsolescence charge in fiscal 1994 relate to costs associated with workforce reductions and facility consolidations resulting from U.S. defense spending reductions and weak European capital goods markets. (3) No cash dividends have been declared on the Company's common shares for the periods presented. (4) The extraordinary item in fiscal 1993 represents the cost, net of income taxes, of extinguishing 12-7/8% notes in the amount of $10,200. (5) The cumulative effect of change in accounting principle in fiscal 1994 relates to the adoption of SFAS No. 109 "Accounting For Income Taxes." In fiscal 1994 the Company also adopted SFAS No. 106 "Employers' Accounting For Postretirement Benefits Other Than Pensions," with the cumulative effect of such adoption being amortized over 20 years. (6) EBITDA represents earnings before deducting interest expense, extraordinary items, the impact of the cumulative change in accounting principle, income tax expense, restructuring and inventory obsolescence charges in fiscal 1992 and 1994, and depreciation and amortization expense. EBITDA is presented herein to facilitate a supplemental analysis of Moog's financial condition and is not intended to represent results of operations or cash flows in accordance with GAAP. (7) Ratio of total debt to EBITDA is not presented for the six month periods as it is not meaningful. (8) Backlog consists of that portion of open orders for which sales are expected to be recognized over the next twelve months. (9) For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings before extraordinary item and cumulative effect of change in accounting principle, income taxes and fixed charges. Fixed charges consist of interest expense, capitalized interest, implicit interest expense associated with operating leases, and amortization expense. Earnings were insufficient to cover fixed charges by $6,284 in fiscal 1992. Absent the restructuring and inventory obsolescence charges, the ratio of earnings to fixed charges in fiscal 1992 and 1994 would have been 1.5 and 1.6, respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The Company, founded in 1951, is a leading global designer and manufacturer of a broad range of high performance motion and fluid control products and systems for aerospace and industrial applications. Moog's servoactuation systems are critical to the flight control of commercial and military aircraft, controlling the thrust of space launch vehicles, steering tactical and strategic missiles, satellite positioning, and in a wide variety of electric and hydraulic industrial applications that require the precise control of position, velocity and force. Moog believes it is the recognized worldwide technological leader in the market of precision controls. The Company has two industry segments, Domestic Controls and International Controls, both of which include five major product lines. These product lines are Commercial Aircraft, Military Aircraft, Space & Missiles (together "Aerospace Controls") and Industrial Electronic Controls and Industrial Hydraulic Controls (together "Industrial Controls"). Domestic Controls designs and manufactures products primarily for North American markets, while International Controls designs and manufactures products primarily for markets in Europe and the Far East. The substantial majority of Domestic Controls segment sales relate to Aerospace Controls, with a relatively small portion of sales related to Industrial Controls. Conversely, International Controls segment sales relate principally to Industrial Controls, with a relatively small portion of sales related to Aerospace Controls. From time to time, the Company considers select acquisitions to achieve its strategies of broadening product lines, enhancing market share and improving manufacturing and engineering capabilities. In 1994, for example, Moog acquired certain hydraulic and mechanical actuation product lines of AlliedSignal located in Torrance, California(the "Acquisition"). Mechanical actuation products acquired include drive systems for the leading edge flaps on the F/A-18 C/D, F/A-18 E/F, V-22 Osprey and Boeing 777, and hydraulic actuation products acquired include the primary flight controls for the Boeing 747 and 757 and the Airbus A330 and A340. The Acquisition strengthened Moog's position in the actuation market and improved utilization of existing manufacturing facilities and overhead structure. The Acquisition added revenues of approximately $95.0 million in fiscal 1995. The final purchase price, excluding $5.0 million for specified transition services, was $63.8 million. The transition services which ended in June 1995 principally related to computer services, engineering, and manufacturing support. On December 15, 1995, the Company purchased, for $5.0 million net of cash acquired, the servovalve product line of Ultra Hydraulics Limited ("Ultra"). This product line traces its history back to a license granted by Moog in the 1950's. Over the past thirty years, the Ultra product line has benefited from numerous refinements to the original Moog designs, and has developed a valuable customer network. Ultra, located in the United Kingdom, had worldwide sales of just under $5.0 million in its latest fiscal year. Sales. Commercial aerospace and Industrial Controls sales accounted for slightly more than half of fiscal 1995 sales, with the balance to either the U.S. government or various foreign governments for military and space hardware on programs that normally extend over many years. Over the past five years, the percentage of government sales has declined as the Company has increased its focus on the development and acquisition of Commercial Aircraft and Industrial Controls product lines. In fiscal 1991, government sales were 61% and commercial sales were 39%, respectively, of sales, compared to 49% and 51% in fiscal 1995, respectively. Moog expects the percentage of commercial sales to continue to increase based upon expected growth in Commercial Aircraft and Industrial Controls. The Company's sales are dependent upon its ability to provide highly technical control solutions at a competitive price. Although price is a major consideration, it is often secondary to technical considerations. In Commercial Aircraft, the Company's sales follow the production cycle of the major original equipment manufacturers. In Industrial Controls, the Company is subject to the normal swings in capital goods spending in regional markets. Sales of Military Aircraft and Space and Missiles products are subject to changes in government procurement levels on programs in which the Company participates. While the Company's sales in each of its product lines is subject to cyclicality, the impact of cyclicality can be mitigated by the diversity of these product lines and their broad geographic distribution. Sales to U.S. government prime contractors are typically pursuant to long term contracts for which the Company uses the percentage of completion (cost to cost) method of accounting. Under this method, revenues are recognized as costs are incurred. Estimates of the cost to complete the contract are performed on a regular basis. On contracts for which the estimated factory cost is higher than the contract's value, a charge to earnings is made and a loss reserve provided. The Company shares risks of cancellation as a participant in these programs similar to the risks assumed by all government contractors. Government emphasis on audit and investigative activity in the U.S. defense industry presents risks of unanticipated financial exposure for companies with substantial activity in government contract work. The audit process is an on-going one which includes post-award reviews and audits of compliance with the various procurement requirements. Approximately 32% of fiscal 1995 sales were to international markets. The Company's consolidated U.S. dollar sales and results of operations can be affected by fluctuation in foreign exchange rates. The Company believes exposure to movements in a particular currency can be mitigated by the number of countries in which it operates. Although the Company does not hedge sales or operating results of its international operations, it selectively hedges certain balance sheet exposures. The Company aggressively markets spare parts and repairs directly to its Aerospace and Industrial Controls customers. Sales of spare parts and repairs are more profitable than OEM sales and generally less volatile. For fiscal 1995, the Company's Aftermarket sales represented approximately 14% of sales, which the Company estimates to be approximately twice fiscal 1992 Aftermarket sales, reflecting increases in the Company's installed base and focus on Aftermarket sales opportunities resulting from the Acquisition. Cost of Sales. The principal elements of cost of sales are direct labor, raw materials and manufacturing overhead. The business requires significant investments in capital equipment, buildings and related support costs. Cost of sales can be significantly affected by changes in both volume and product mix. The Company has a highly skilled workforce, and an infrastructure of engineering and related support costs. Accordingly, short-term changes in volume can have a significant effect on gross margins. These short-term changes can be tempered by the long-term nature of the Aerospace Controls business and the production cycle of major industrial capital goods manufacturers. In Aerospace Controls, new contracts or contract terminations/cutbacks are generally known in advance, while in industrial markets, the Company generally "lags" into a capital spending slowdown. Since 1991, the Company has significantly reduced its worldwide manufacturing cost base. Excluding the Acquisition, the Company reduced its U.S. workforce by 28%, or 605 people, from fiscal 1991 through 1995, while closing and terminating the lease for its engine controls facility in Florida and sub-leasing two facilities in East Aurora, New York. In Europe, the Company reduced headcount by 23%, or 173 people, from fiscal 1991 through 1994, and consolidated industrial manufacturing in Germany and aerospace production in England. Manufacturing capabilities in France and Italy were eliminated. These restructuring actions resulted in total charges of $13.8 million in 1992 and $2.1 million in 1994. In conjunction with these efforts, the Company increased utilization of low cost manufacturing centers in the Philippines, Ireland and India. In fiscal 1994, the Company recorded an inventory obsolescence charge of $2.6 million, representing the write-off of obsolete Domestic Controls inventory, reflecting the decline in repair activities and spare parts requirements on certain government programs. The Company expects to continue to increase the use of its international low cost manufacturing facilities in the future. Selling, General and Administrative Expenses. The Company's selling, general and administrative expenses are generally higher in Industrial Controls compared to Aerospace Controls markets. Typically, the majority of industrial products have higher gross profit margins, but also require higher sales and support efforts. Accordingly, shifts in the sales mix to or from Industrial Controls will generally affect total selling, general and administrative expenses as a percentage of sales. Selling, general and administrative expenses are also affected by the amount of bid and proposal work on government contracts and commission sales. Research and Development. While the Company's overall level of engineering resources has been relatively constant, its research and development expenses will vary depending on whether its engineering staff is engaged in customer-funded design and development, sales support, production support or Company-funded research and development activities. Income Taxes. Income taxes consist of the consolidation of the tax attributes in each country in which the Company has an established presence. In recent years, the effective tax rate has been affected by significant net operating losses and utilization of net operating loss carryforwards primarily at the Company's German operation. These net operating loss carryforwards are expected to be substantially utilized by the end of fiscal 1996. Results of Operations The following table sets forth, for the periods indicated, the percentage relationship to net sales of certain items included in the Company's statements of income:

The Company's five primary product lines, Commercial Aircraft, Military Aircraft, Space and Missiles, Industrial Electrics and Industrial Hydraulics, are organized into two industry segments, Domestic Controls and International Controls. Domestic Controls Six Months Ended Year Ended September 30, March 31, 1993 1994 1995 1995 1996 (in thousands) Net sales $189,365 $213,250 $253,926 $123,184 $135,161 Intersegment sales 10,140 7,804 10,446 5,148 6,998 _______ _______ _______ _______ _______ Total sales 199,505 221,054 264,372 128,332 142,159 ======= ======= ======= ======= ======= Operating profit 21,726 20,373 25,242 12,152 15,608 Net earnings 7,604 4,394 4,030 1,865 3,232 Backlog 149,035 181,405 195,908 169,207 202,049 International Controls Six Months Ended Year Ended September 30, March 31, 1993 1994 1995 1995 1996 (in thousands) Net sales $104,315 $94,120 $120,358 $55,105 $64,894 Intersegment sales 4,231 5,634 4,728 2,302 8,664 _______ ______ _______ ______ ______ Total sales 108,546 99,754 125,086 57,407 73,558 ======= ====== ======= ====== ====== Operating profit 5,097 1,135 8,464 3,779 5,775 Net earnings (loss)(2,842) (2,366) 3,918 1,426 2,713 Backlog 32,046 35,856 42,033 47,759 45,211 Consolidated Six Months Ended Year Ended September 30, March 31, 1993 1994 1995 1995 1996 (in thousands) Net sales $293,680 $307,370 $374,284 $178,289 $200,055 Operating profit 26,823 21,508 33,706 15,931 21,383 Net earnings 4,761 2,123 7,761 3,147 5,394 Backlog 181,081 217,261 237,941 216,966 247,260 Operating profit for each segment consists of total revenue less cost of sales and segment specific operating expenses. In calculating net earnings for each segment, deductions from operating profit have been charged to the respective segments by being directly identified with a segment or allocated on the basis of sales. Fiscal 1996 Second Quarter Compared with Fiscal 1995 Second Quarter Net sales for the second quarter of fiscal 1996 were $107 million, an increase of 16.9% over last fiscal year's second quarter. Net sales for the Domestic Controls segment were $71.6 million, 18.0% above net sales of $60.7 million a year ago. The Domestic Controls segment sales increase is attributable to increased sales of mechanical controls in both the Commercial and Military Aircraft product lines, higher satellite and space propulsion controls within the Space and Missiles product line, and growth in electric drives sales in the Industrial Electronic Controls product line. For the International Controls segment, net sales increased 14.8% to $35.3 million in the fiscal 1996 second quarter compared with $30.7 million a year ago. The International Controls segment sales growth relates principally to stronger demand for Industrial Hydraulic Controls throughout Europe and, to a lesser degree, the December 1995 acquisition of the Ultra servovalve product line. Other income was $.8 million in the second quarter of fiscal 1996 compared to $.4 million a year ago. The increase relates to license fees on a foreign military program. Cost of sales for the second quarter of fiscal 1996 was $74.5 million, or 69.7% of net sales, compared to $63.2 million, or 69.2% of net sales in the prior fiscal year. The increase as a percentage of sales is primarily due to lower Industrial Hydraulic Controls product line margins due to a less favorable product mix as well as some pricing pressures. Research and development expense was $4.7 million, 4.4% of net sales, for the second quarter of fiscal 1996, compared with $4.1 million or 4.5% of net sales in the second quarter of fiscal 1995. The increase in absolute terms relates to research in the U.S. on advanced actuation systems related to Military and Commercial Aircraft and in Germany on various hydraulic and electronic products. Selling, general and administrative expenses were $19.6 million or 18.4% of sales, in the second quarter of fiscal 1996, compared to $17.5 million or 19.2% of sales the same period a year ago. In absolute terms, the increase is attributable to higher sales levels, the Ultra acquisition, costs associated with stock appreciation rights on the non-qualified stock option plan, and consulting costs incurred by the German subsidiary related to enhancing manufacturing activities. Operating profit for the Domestic Controls segment was $8.1 million in the second quarter of fiscal 1996, or 10.8% of segment sales. This compares with $5.8 million, or 9.2% of segment sales a year ago. The increase is attributable to the previously discussed 18.0% increase in net sales. For the International Controls segment, operating profit in the second quarter of fiscal 1996 was $3.2 million, or 8.0% of segment sales, compared to $2.8 million, or 8.7% of segment sales a year ago. The increase in absolute terms is a result of the increase in net sales, while the decline as a percentage of segment sales relates principally to a less favorable product mix and some pricing pressures. Interest expense was $4.3 million in both the second quarter of fiscal 1996 and the second quarter of fiscal 1995. As a percentage of sales, interest expense declined to 4.1% of sales in the current quarter from 4.7% a year ago. Income taxes are based upon an effective rate for the second quarter of fiscal 1996 of 31.3% compared to 20.6% for the second quarter of fiscal 1995. The effective tax rates reflect the utilization of net operating loss carryforwards available to the German subsidiary. The lower tax rate in fiscal 1995 reflected the fact that a larger proportion of fiscal 1995 second quarter earnings before taxes were generated by the German subsidiary relative to fiscal 1996. As a result of the factors discussed above, net earnings for the second quarter of fiscal 1996 increased to $3.0 million, or $.40 per share, compared with $2.0 million, or $.25 per share, a year ago. Fiscal 1996 Second Quarter Year-to-Date Compared with Fiscal 1995 Second Quarter Year-to-Date Net sales for the first six months of fiscal 1996 were $200 million, an increase of 12.2% over last fiscal year's second quarter. Net sales for the Domestic Controls segment were $135 million, 9.7% above net sales of $123 million a year ago. The Domestic Controls segment sales increase is attributable to increased sales in both the Commercial and Military Aircraft product lines, higher satellite and space propulsion controls within the Space and Missiles product line, and growth in electric drives sales in the Industrial Electronic Controls product line. For the International Controls segment, net sales increased 17.8% to $64.9 million in the first six months of fiscal 1996 compared with $55.1 million a year ago. The International Controls segment sales growth relates principally to stronger demand for Industrial Hydraulic Controls throughout Europe and, to a lesser degree, the December 1995 acquisition of the servovalve product line of Ultra Hydraulics Ltd. Other income was $1.4 million in the first six months of fiscal 1996 compared to $.9 million a year ago. The increase relates to license fees on a foreign military program. Cost of sales for the first six months of fiscal 1996 was $139 million, or 69.6% of net sales, compared to $125 million, or 70.2% of net sales in the prior fiscal year. The decrease as a percentage of sales is primarily due to the absence of transition costs in 1996 related to the Acquisition, in part offset by lower margins in the Industrial Hydraulic Controls product line for the International Controls segment as a result of a less favorable product mix and some pricing pressures in both European and Asian markets. Research and development expense was $8.7 million or 4.3% of net sales, for the first six months of fiscal 1996, compared with $8.3 million or 4.7% of net sales in the same period of fiscal 1995. The increase relates to additional engineering effort in the U.S. on advanced actuation systems related to Military and Commercial Aircraft and in Germany on various hydraulic and electronic products during the second quarter of fiscal 1996. Selling, general and administrative expenses were $37.4 million or 18.7% of sales, in the first six months of fiscal 1996, compared to $33.1 million or 18.5% of sales in the same period a year ago. The increase is attributable to higher sales levels, the Ultra acquisition, stock appreciation rights expense, and consulting costs incurred by the German subsidiary related to enhancing manufacturing activities. Operating profit for the Domestic Controls segment was $15.6 million for the first six months of fiscal 1996, or 11.0% of segment sales. This compares with $12.2 million, or 9.5% of segment sales a year ago. The increase is attributable to the previously discussed 9.7% increase in net sales, and the absence in fiscal 1996 of transition costs associated with the Acquisition. For the International Controls segment, operating profit for the first six months of fiscal 1996 was $5.8 million, or 7.9% of segment sales, compared to $3.8 million, or 6.6% of segment sales a year ago. The increase in absolute terms is a result of the increase in net sales due to improved capital goods market conditions. Interest expense was $8.3 million for the first six months of fiscal 1996, compared with $8.7 million for the same fiscal 1995 period. In absolute terms, the decrease is due to lower average debt levels. As a percentage of sales, interest expense declined to 4.1% of sales in the current quarter from 4.9% a year ago. Income taxes are based upon an effective rate for the first six months of fiscal 1996 of 29.6%, compared to 20.2% for the same fiscal 1995 period. The effective tax rates reflect the utilization of net operating loss carryforwards available to the German subsidiary. The lower tax rate in fiscal 1995 reflected the fact that a larger proportion of fiscal 1995 earnings before taxes were generated by the German subsidiary relative to fiscal 1996. As a result of the factors discussed above, net earnings for the first six months of fiscal 1996 increased to $5.4 million, or $.70 per share compared with $3.1 million, or $.41 per share, a year ago. Results of Operations -- Fiscal 1995 Compared with Fiscal 1994 Net sales in fiscal 1995 of $374.3 million were 21.8% higher than fiscal 1994 net sales of $307.4 million. For the Domestic Controls segment, net sales increased 19.1% in fiscal 1995 to $253.9 million compared to $213.3 million in fiscal 1994. The increase was attributable primarily to the Acquisition and unit volume increases, in part offset by lower revenue on the B-2 program and certain missile programs. International Controls segment net sales increased 27.9% in fiscal 1995 to $120.4 million from $94.1 million in the prior fiscal year. The increase reflected the improvement in European capital goods markets, and to a much lesser extent, the increase in value of certain foreign currencies relative to the U.S. dollar. Excluding the effect of changing currency values, International Controls segment net sales increased 18%. In total, there were minimal pricing changes in most European markets, while in Japan, the Company experienced overall declines in pricing due to worldwide competitive pressures. Worldwide commercial sales were $192.5 million in fiscal 1995, or 51% of net sales, with government sales totaling $181.8 million or 49% of net sales. In fiscal 1994, commercial sales were $133.1 million, or 43% of net sales. Other income was $2.2 million in 1995 compared to $2.5 million in 1994. The decline was principally due to lower interest income. Cost of sales increased to $265.0 million, or 70.8% of net sales, in fiscal 1995 compared with $213.5 million, or 69.5% of net sales in fiscal 1994. In the Domestic Controls segment, cost of sales was $203.7 million, or 77.0% of segment sales in fiscal 1995 compared with $161.9 million, or 73.3% of segment sales in fiscal 1994, while the International Controls segment's cost of sales was $77.9 million, or 62.2% of segment sales, in fiscal 1995 compared with $65.4 million, or 65.6% of segment sales, in fiscal 1994. The Domestic Controls segment increase was principally due to transition costs associated with the Acquisition and a change in product mix which reflected a greater percentage of lower margin production and development contracts sales in fiscal 1995 compared to fiscal 1994. The International Controls segment cost of sales percentage declined as a result of increased sales volumes and related improvements in facility utilization, along with the cost reduction efforts made over the previous three years. The International Controls segment improvement was more than offset, however, by increasing cost of sales percentages for the Domestic Controls segment. Research and development expenses were $15.8 million, or 4.2% of net sales, in fiscal 1995 compared to $18.7 million, or 6.1% of net sales, in fiscal 1994. The decline was attributable to significant expenditures in fiscal 1994 on brushless motor development for entertainment motion platforms, radio controls, engine thrust vectoring controls, and helicopter vibration controls. Further, more engineering resources were utilized on production related activity in fiscal 1995. Customer-funded design and development costs, as estimated by the Company, were $21.6 million in fiscal 1995 compared with $25.3 million in fiscal 1994. The Company estimates that total Company-funded research and development and customer-funded design and development expenses were $37.4 million in fiscal 1995 compared to $44.0 million in fiscal 1994. Selling, general and administrative expenses in fiscal 1995 were $68.5 million, or 18.3% of net sales, compared to $58.3 million, or 19.0% of net sales, in fiscal 1994. In absolute terms, the increase was primarily due to a full year of costs related to the Acquisition. Further, $2.6 million of the increase reflected the higher average value of foreign currencies relative to the U.S. dollar. The decline as a percentage of net sales reflected the additional sales from the Acquisition and increased sales in the International Controls segment. Operating profit for the Domestic Controls segment was $25.2 million in fiscal 1995, representing 9.6% of segment sales, compared with $20.4 million, or 9.2% of segment sales, in fiscal 1994. Fiscal 1994 operating profit included pre-tax Domestic Controls inventory obsolescence and restructuring charges of $3.4 million, as discussed above. Excluding these charges, Domestic Controls segment 1994 operating profit would have been $23.8 million, or 10.7% of segment sales. The increase in operating profit was due to the Acquisition along with the aforementioned cost reduction measures. These benefits were in part offset by declining revenue on the B-2 program and certain missile programs, as well as one-time transition service costs resulting from the Acquisition. Operating profit for the International Controls segment in fiscal 1995 was $8.5 million, or 6.8% of segment sales compared with $1.1 million, or 1.1% of segment sales, in fiscal 1994. International Controls segment operating profit for fiscal 1994 included $1.2 million of restructuring charges and inventory obsolescence charges of $.1 million. Excluding these charges, operating profit would have been $2.4 million, or 2.4% of segment sales. The improvement in capital goods markets in Europe, along with the aforementioned cost reduction measures, led to a significant improvement in European operating profit. Within the Pacific region, operating profit was down from fiscal 1994, primarily due to costs of penetrating new Asian markets. Interest expense increased in fiscal 1995 to $17.5 million, or 4.7% of net sales, compared to $11.4 million, or 3.7% of net sales, in fiscal 1994. The increase in interest expense was due to the additional debt associated with the Acquisition. Foreign currency exchange was a loss of $.1 million in fiscal 1995 compared with a gain of $.5 million in fiscal 1994. The fiscal 1994 gain primarily related to a short-term loan denominated in Deutsch Marks between Moog and its German subsidiary during which time the Deutsch Mark appreciated. Income tax expense at an effective rate of 11.7% for 1995 compared with the fiscal 1994 effective rate of 46.8%. The effective tax rate for fiscal 1995 reflected the relatively strong earnings at the Company's German operation, which benefitted from its net operating loss carryforward position. Conversely, the higher effective tax rate for fiscal 1994 resulted from losses at the German subsidiary which provided limited tax benefits. In the fourth quarters of fiscal 1995 and 1994, the Company reduced its valuation allowance for deferred tax assets to reflect the improved German operating results. As a result of the factors discussed above, net earnings in fiscal 1995 were $7.8 million on net sales of $374.3 million, compared with net earnings in fiscal 1994 of $2.1 million on net sales of $307.4 million. Results of Operations -- Fiscal 1994 Compared to Fiscal 1993 Net sales increased 4.7% to $307.4 million in fiscal 1994 compared with $293.7 million in fiscal 1993. Net sales for the Domestic Controls segment in fiscal 1994 increased 12.6% to $213.3 million compared with $189.4 million in fiscal 1993, due primarily to the Acquisition which contributed net sales of $22.4 million. Within the Domestic Controls segment, sales of missiles controls continued to decline as a result of the effects of reduced U.S. defense spending, accompanied by sales declines in engine controls. These decreases were offset in fiscal 1994 by increased sales on the B-2 program and stronger sales in the Commercial Aircraft product line. Net sales for the International Controls segment in fiscal 1994 declined 9.8% to $94.1 million compared with $104.3 million in fiscal 1993. The decline was principally attributable to lower sales in the European aerospace market, in conjunction with lower industrial sales in England and France due to the then weak European capital goods markets, partially offset by minor price increases, principally within Europe. Other income was $2.5 million in fiscal 1994 compared with $2.7 million in fiscal 1993. Cost of sales was $213.5 million, or 69.5% of net sales, in fiscal 1994 compared with $207.0 million, or 70.5% of net sales, in fiscal 1993. Cost of sales as a percent of segment sales for the Domestic Controls segment was 73.3%, or $161.9 million, in fiscal 1994 compared with 72.9%, or $145.4 million, in fiscal 1993. The increase in Domestic Controls cost of sales as a percent of sales resulted primarily from reduced sales of higher margin missile products, which included favorable cost experience in fiscal 1993 on various long-term development contracts. Cost of sales as a percent of sales for the International Controls segment improved to 65.6% of segment sales, or $65.4 million, in fiscal 1994 compared with 67.0%, or $72.8 million, in fiscal 1993, primarily due to cost reduction actions initiated in fiscal 1992 and continued through fiscal 1994. Research and development expenses were $18.7 million, or 6.1% of net sales, in fiscal 1994 compared with $16.1 million, or 5.5% of net sales, in fiscal 1993. The fiscal 1994 increase was the result of a shift toward Company-funded research and development projects from customer-funded design and development projects, primarily efforts on entertainment simulators, brushless motors, radio controls, development of engine TVC systems, and helicopter vibration controls. The Company estimates that customer-funded design and development costs were $25.3 million in fiscal 1994 compared with $31.0 million in fiscal 1993 and total Company-funded research and development and customer- funded design and development expenses were $44.0 million in fiscal 1994 compared with $47.1 million in fiscal 1993. Selling, general and administrative expenses were $58.3 million, or 19.0% of net sales, in fiscal 1994 compared with $52.7 million, or 18.0% of net sales, in fiscal 1993. The increased costs in fiscal 1994 in absolute terms was primarily due to the Acquisition. As a percentage of net sales, the increase in fiscal 1994 related primarily to increased staffing costs in Japan, Hong Kong and Singapore in order to pursue sales opportunities in the Pacific Rim. Operating profit for the Domestic Controls segment in fiscal 1994 was $20.4 million, or 9.2% of segment sales, compared with $21.7 million, or 10.8% of segment sales, in fiscal 1993. Excluding pretax Domestic inventory obsolescence and restructuring charges of $3.4 million in fiscal 1994, Domestic Controls segment operating profit would have been $23.8 million, or 10.7% of segment sales, in fiscal 1994. The increase in Domestic Controls segment operating profit excluding the obsolescence and restructuring charges resulted primarily from the Acquisition, partly offset by decreased missile sales. Operating profit for the International Controls segment in fiscal 1994 was $1.1 million, or 1.1% of segment sales, compared with $5.1 million, or 4.7% of segment sales, in fiscal 1993. Included in fiscal 1994 operating profit for the International Controls segment were restructuring charges of $1.2 million and inventory obsolescence charges of $.1 million discussed above. Excluding these charges, operating profit for the International Controls segment would have been $2.4 million, or 2.4% of segment sales, in fiscal 1994. The change in operating profit from fiscal 1993 to fiscal 1994 for the International Controls segment resulted primarily from a decrease in profits at the Company's English subsidiary on a variety of Industrial Controls products, and a decline in operating profit from the Pacific subsidiaries due to a slow Japanese economy and strong shipments in fiscal 1993 on Aerospace programs in Korea. Interest expense was $11.4 million, or 3.7% of net sales, in fiscal 1994 compared with $11.0 million, or 3.7% of net sales, in fiscal 1993. The increase in 1994 primarily reflected the increase in debt related to the Acquisition. Foreign currency exchange gain was $.5 million in fiscal 1994 compared with a loss of $.1 million in fiscal 1993. The foreign currency gain in fiscal 1994 primarily related to a short-term loan denominated in Deutsch Marks between Moog and its German subsidiary during which time the Deutsch Mark strengthened. Income tax expense accrued in fiscal 1994 at an effective tax rate of 46.8% resulting primarily from losses incurred at the German subsidiary against which the amount of tax benefits were limited. The effective tax rate for fiscal 1993 of 40.6% comprised an effective rate on Domestic Controls earnings of 20.8% offset by a tax expense of $1.4 million for the International Controls segment on a pre-tax loss of $1.4 million. The lower effective Domestic Controls tax rate in fiscal 1993 resulted primarily from a $1.1 million benefit received in fiscal 1993 from the utilization of prior year foreign tax credit carryforwards. The unusual fiscal 1993 tax situation for the International Controls segment resulted from paying taxes at certain subsidiaries primarily in the Pacific Rim where taxable earnings were generated, offset by pretax losses in Europe that generated virtually no benefit. As a result of the above factors, net earnings in fiscal 1994 were $2.1 million, or .7% of net sales, compared with $4.8 million, or 1.6% of net sales, in fiscal 1993. Net earnings in fiscal 1994 included the positive cumulative effect of $.5 million related to the adoption of SFAS No. 109, "Accounting for Income Taxes". Net earnings in 1993 included a $.4 million net after-tax extraordinary charge related to prepayment costs on the early retirement of $10.2 million of 12-7/8% debt. The Company adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" in the first quarter of fiscal 1994. SFAS No. 106 costs were $1.1 million in fiscal 1994, including the amortization of the initial transition obligation of $7.9 million over 20 years. The fiscal 1994 cost was $.4 million greater than the annual cost of postretirement benefits other than pensions in fiscal 1993 of $.7 million, determined on a "pay as you go" basis. Financial Condition and Liquidity On May 14, 1996, the Company completed the Recapitalization which is expected to increase its operating and financial flexibility. The principal elements of the Recapitalization were: (1) The amendment on May 13, 1996 and March 22, 1996 of the Company's Bank Credit Facility pursuant to which the lenders thereunder consented to consummation of the Recapitalization and the parties agreed to amend certain financial covenants. (2) The Debenture Redemption on April 26, 1996 of the Company's 9-7/8% Convertible Debentures using funds available under the Bank Credit Facility. Of the total principal balance outstanding of $18.0 million on April 26, 1996, principal of $17.9 million was redeemed with $.1 million of principal converted into 6,204 Class A Common shares. (3) The completion on May 14, 1996 of the $120.0 million Offering of 10% Senior Subordinated Notes due 2006, the proceeds of which were approximately $116.3 million net of discounts, commissions and estimated expenses of the Offering. The Notes have a single maturity with the aggregate principal amount due on May 1, 2006. The Notes are redeemable at the option of the Company,us in whole or in part at any time ~~on or after May 1, 2001 initially~~in our reasonable discretion. Our failure at ~~105% of their principal amount, plus accrued interest, declining ratably~~any time to ~~100% of their principal amount, plus accrued interest, on or after May 1, 2003. The Company used such net proceeds to:~~ ~~(a) Repurchase 714,600 shares of its Class A Common Stock, representing 11.8%~~exercise any of the ~~outstanding shares~~foregoing rights will not be deemed a waiver of ~~Class A Common Stock (9.3%~~any such right and each such right will be deemed an ongoing right which may be asserted at any time.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the registration statement, of ~~total Common Stock outstanding)~~which this prospectus constitutes a part, or the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

We have appointed JPMorgan Chase Bank, N.A. as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address set forth below.

Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

JPMorgan Chase Bank, N.A., ~~from Seneca Foods Corporation for a purchase price of $12.9 million,~~Exchange Agent

By First-Class, Registered or ~~$18 per share; (b) Prepay in its entirety the principal balance of $16.4 million~~Certified Mail,Express Delivery or Hand Delivery after

4:30 p.m. on the ~~Company's 10-1/4% Note; (c) Repay approximately $86.5 million~~Expiration Date as follows:

By First-Class/ Registered/ Certified Mail:

JPMorgan Chase Bank, N.A.

Worldwide Securities Services

P.O. Box 2320

Dallas, Texas 75221-2320

By Express Delivery Only:

JPMorgan Chase Bank, N.A.

Worldwide Securities Services

2001 Bryan Street, 9th Floor

Dallas, Texas 75201

By Hand Only:

JPMorgan Chase Bank, N.A.

Worldwide Securities Services Window

4 New York Plaza — 1st Floor

New York, New York 10004

For Information

Call: (214) 468-6464

By Facsimile Transmission

(for Eligible Institutions only):

(214) 468-6494

Attention: Mr. Frank Ivins

Confirmation of Receipt:

(214) 468-6464

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

The principal solicitation is being made by mail by JPMorgan Chase Bank, N.A., as exchange agent. We will pay the exchange agent customary fees for its ~~revolving borrowings under~~services, reimburse the ~~Bank Credit Facility, which includes $17.9 million borrowed~~exchange agent for ~~the Debenture Redemption; and (d) Pay prepayment and amendment fees of $.5 million~~its reasonable out-of-pocket expenses incurred in connection with the ~~Recapitalization. As~~provision of ~~March 31, 1996,~~these services and pay other registration expenses, including fees and expenses of the ~~Company (excluding its subsidiaries) had $171.7 million of total debt of which $153.7 million was senior debt. As of March 31, 1996, on a proforma basis after giving effect~~trustee under the indenture relating to the ~~Recapitalization,~~new notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the ~~Company (excluding its subsidiaries) would have had $188.9 million~~exchange offer.

Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates’ officers and regular employees and by persons so engaged by the exchange agent.

Accounting Treatment

We will record the new notes at the same carrying value as the old notes, as reflected in our accounting records on the date of ~~total debt outstanding,~~the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of ~~which $68.9 million would have been senior debt. Of~~ the ~~$68.9 million of proforma senior debt as of March 31, 1996, approximately $64.1 million would have been borrowings under the Bank Credit Facility. The Company believes it~~exchange offer will be ~~able to reduce interest costs through lower interest rates on~~amortized over the outstanding borrowings under the Bank Credit Facility during the third quarter of fiscal 1996. Scheduled periodic principal payments of long-term debt for the next five years are presented below compared with the revised principal payments of long-term debt after giving effect to the Recapitalization. ($ in millions) Maturities of Long-Term Debt Fiscal Before After Increase Year Recapitalization Recapitalization (Decrease) 1996 $ 7.1 $ 6.4 $( .7) 1997 13.6 9.2 (4.4) 1998 18.3 13.9 (4.4) 1999 12.7 8.3 (4.4) 2000 12.3 7.9 (4.4) Cash provided by operating activities was $8.8 million for the first six months of fiscal 1996 compared to cash provided of $1.0 million in the same period for fiscal 1995. The principal factors contributing to the increase in cash provided were higher net earnings and relatively higher non-cash provisions for contract losses and inventory obsolescence primarily attributable to increasing levels and aging of inventories. As of March 31, 1996, the Company had worldwide unused lines of credit of $52.2 million, plus cash and cash equivalents of $9.7 million. After giving effect to the Recapitalization, the Company would have had $121 million of unused capacity under its various credit facilities. The Company had worldwide unused lines of credit of $56.9 million and cash and cash equivalents of $7.6 million at September 30, 1995. Consolidated assets at March 31, 1996 increased to $438 million compared with $425 million at September 30, 1995. The increase was principally due to the acquisition of Ultra in December 1995 and increases in inventory levels to reduce customer lead times. Capital expenditures for the first six months of fiscal 1996 were $5.4 million compared with depreciation and amortization of $9.9 million. Capital expenditures in the first six months of fiscal 1995 were $3.7 million compared with $9.8 million of depreciation and amortization. Capital expenditures in fiscal 1996 are expected to remain below depreciation and amortization levels. Debt includes long-term debt and the 9-7/8% Convertible Debentures. The percentage of debt to capitalization at March 31, 1996 was 61.6% and at September 30, 1995 was 61.8%. After giving effect to the Recapitalization, the percentage of debt to total capitalization would be 67.1% at March 31, 1996. Working capital at March 31, 1996 was $173 million compared with $167 million at September 30, 1995. The increase in working capital principally relates to increased inventory levels. The current ratio was 2.68 at March 31, 1996, compared to 2.76 at September 30, 1995. With respect to the Bank Credit Facility, the Company amended the facility on November 14, 1995, increasing the total facility to $165 million, consisting of a $135 million revolving credit facility and a $30.0 million term loan. The term loan is for a six year period, with quarterly principal payments commencing in October 1996. The revolving credit facility is available through October 2000. The Bank Credit Facility currently provides for interest at LIBOR plus 1.75%. To provide protection from interest rate increases, the Company entered into $100 million of interest rate swap arrangements which began in 1994 and had the effect of converting $100 million into fixed rate debt over two years at approximately 8.0%. The Bank Credit Facility is secured by substantially all of the Company's domestic assets, including the common shares of all domestic and foreign subsidiaries. The Bank Credit Facility includes customary covenants, including interest coverage, payment coverage, maintenance of tangible net worthnew notes.

Transfer Taxes

You will not be obligated to total liabilities, and limits on capital expenditures and acquisitions. The Notes, which are unsecured, include customary covenants, including limitations on indebtedness, restricted payments, and dividends, among others. Recent Accounting Pronouncements The Company is required to adopt SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed of," and SFAS No. 123, "Accounting for Stock-Based Compensation," in fiscal 1997. The Company does not believe that the adoption of either standard will have a material effect on the fiscal 1997 consolidated financial statements. Backlog Backlog consists of that portion of open orders for which sales are expected to be recognized over the next twelve months. Backlog was $247 million at March 31, 1996 compared with $238 million at September 30, 1995 and $217 million at March 31, 1995. Backlog for the Domestic Controls segment as $202 million at March 31, 1996 compared with $196 million at September 30, 1995 and with $169 million at March 31, 1995. The increase in Domestic Controls backlog from a year ago related to new orders principally on the B-2 program, strong growth in Space and Missiles products, along with higher electrical drive order levels. International Controls segment backlog was $45.2 million at March 31, 1996 compared with $42.0 million at September 30, 1995 and with $47.8 million at March 31, 1995. The International Controls backlog decline from a year ago is due entirely to currency fluctuations. Consolidated backlog increased to $237.9 million at September 30, 1995 compared with $217.2 million at September 30, 1994. Backlog for the Domestic Controls segment increased to $195.9 million at September 30, 1995 compared with $181.4 million a year earlier. Within the Domestic Controls segment, this increase was primarily due to the Acquisition. International Controls segment backlog was $42.0 million at September 30, 1995 compared with $35.9 million a year earlier, with the increase principally reflecting the recovery of capital goods markets in Europe. Approximately $1.7 million of this increase resulted from the strengthening of foreign currencies, principally the Deutsch Mark, relative to the U.S. dollar from fiscal 1994 to 1995. BUSINESS The Company, founded in 1951, is a leading worldwide designer and manufacturer of a broad range of high performance, precision motion and fluid control products and systems for aerospace and industrial applications. Moog's servoactuation systems are critical to the flight control of commercial and military aircraft, in controlling the thrust of space launch vehicles, steering tactical and strategic missiles, positioning satellites, and in a wide variety of electric and hydraulic industrial applications that require the precise control of position, velocity and force. Moog believes it is the recognized worldwide technological leader in the precision controls market. In the fiscal year ended September 30, 1995, Moog's sales and EBITDA were $374.3 million and $46.0 million, respectively. In fiscal 1995, 51% of the Company's sales were to commercial aerospace and Industrial Controls customers and 49% were to government and military customers. The Company is a New York corporation with its principal office in East Aurora, New York, and its telephone number is (716) 652-2000. Technology Moog designs and manufactures high performance precision controls called servovalves and servoactuators. Servovalves and servoactuators control the position, velocity or force of moving objects with accuracy which can be measured in millionths of an inch. Servovalves regulate the flow of fluid. They convert the electronic signal from a computer into a precisely metered amount of liquid, such as hydraulic fluid flowing into a piston/cylinder assembly known as an actuator. The actuator then creates movement. When a servovalve is mounted on an actuator, the device is known as a servoactuator. Servovalves are also used to meter the flow of fuel into jet engines Moog's core products provide precision motion control. The precision in a motion control system is created through the use of a closed loop system or what is technically referred to as a servocontrol system. A servocontrol system is a group of electronic and/or mechanical elements that generate a desired output by comparing the achieved output with the commanded input and then using the difference between the input and the output as the actuating signal. For example, an electrohydraulic servocontrol system consists of the six elements indicated in the diagram above: (1) control electronics which may be a computer, microprocessor or guidance system and which creates a command input signal; (2) a servoamplifier which provides a low power electrical actuating signal which is the difference between the command input signal and the feedback signal generated by the feedback transducer (6); (3) a servovalve which responds to this low power electrical signal and controls the high power flow of hydraulic fluid to (5), an actuation element such as a piston and cylinder or a hydraulic motor which positions the device being controlled; and (4) a power supply, generally an electric motor and pump, which provides a flow of hydraulic fluid under high pressure. The feedback transducer (6) measures the output of the system and converts this measurement into a proportional signal which is sent to the servoamplifier. The Company is engaged primarily in the design, manufacture and sale of servovalves and actuators, although all the elements of a servosystem are incorporated in the Company's diverse product lines. The Company's portfolio of products has resulted from a strategy of using its core competency in electrohydraulic servocontrol elements as a platform from which to pursue a wide range of applications on a global basis. Demands are varied, from applications requiring micro designs that operate at extremely high speeds, to applications requiring high power levels to control large loads over long distances. Providing the appropriate solution to each customer's particular design problem adds to the Company's technology base and allows for further expansion of the product portfolio. Moog typically customizes its products to provide customers with optimal solutions. Applications Moog provides motion controls in three core technologies; 1) Electrohydraulic, 2) Electromechanical, and 3) Electropneumatic, and fluid controls in Electrohydraulic technologies. Electrohydraulic technologies are used in Moog's standard servovalves, servoactuators and integrated actuation and power systems. Electromechanical technologies include brushless DC servomotors, DC motor controllers, servoactuators and servosystems. Electropneumatic technologies include solenoid- controlled servoactuators and control actuation systems. Another market opportunity for Moog is the development of digital control for increased performance and functionality. Moog uses digital controls as part of its electric drive systems and as a complement to its hydraulic controls. There are two broad applications for the Company's technologies, more fully described below. Aerospace Applications. In an aircraft, servoactuators are part of the flight controls that position the moveable control surfaces on a plane's wing, tail section and engine. The onboard flight computer sends the control signal from the pilot to the servoactuators, which in turn control the movement of the flight control surfaces of the aircraft and regulate the thrust of the aircraft's engines. With respect to flight controls, servovalves and servoactuators regulate the movement and position of the leading edge flaps, spoilers, ailerons, elevators and rudders on military and commercial aircraft. Servovalves in jet aircraft engines meter the fuel flow and inlet air to the engines. Similar systems are used to move the fins on a short-range missile or steer the engine thrust on a large missile. Industrial Controls Applications. Servovalves and servoactuators are also used in a wide variety of industrial machinery. For example, they can direct the large forces and tremendous amounts of power and pressure in steel rolling mills or provide extremely precise motion control, such as in robotics. Product Lines Moog's five product lines are formed around its core, technologically advanced business -- the manufacture of servovalves and servoactuators. Outlined below is a description of the five product lines. Commercial Aircraft The Company supplies the Commercial Aircraft market with one of the aerospace industry's broadest lines of flight control products, including servovalves and actuators for the autopilot, leading edges, trailing edges, spoilers and rudders. The Company supplies all of the major OEMs, and also derives a substantial portion of its revenues directly from the domestic and international airlines in the form of sales of spare parts and repairs. Aftermarket sales to airlines are conducted through the Company's direct sales force. The Commercial Aircraft product line represented approximately 20% of fiscal 1995 sales. The Company believes that there are significant growth opportunities for its Commercial Aircraft product line over the next several years. To position itself for this anticipated growth in Commercial Aircraft production, the Company acquired certain of AlliedSignal's hydraulic and mechanical actuation product lines in June of 1994. Mechanical actuators acquired include drive systems on the Boeing 777, while hydraulic actuators acquired include the primary flight controls for the Boeing 747 and 757 and the Airbus A330 and A340. The Acquisition strengthened Moog's position in the Commercial Aircraft market and improved utilization of existing manufacturing facilities and overhead structure. As a result of the Acquisition, the Company now supplies more flight control components to Boeing thanpay any other supplier. According to recent widely published reports, Boeing announced that it would raise its total monthly production of the 737, 747 and 757 from the previous scheduled 22-1/2 to a total of 27 airplanes by mid-1997. In addition, Boeing announced that its backlog had increased from $60.6 billion in 1994, to $66.5 billion at the end of 1995. This increased demand, coupled with the need to replace aircraft which are aging, uneconomical, or do not meet stringent noise control regulations, indicates tremendous potential for near term market growth. While Commercial Aircraft sales to Boeing accounted for 7.0% of fiscal 1995 sales, the Company also supplies flight actuation and control products to a number of other manufacturers of commercial aircraft. The Company's exclusive supply contracts with Boeing include pre-determined prices through 2002, except for the Boeing 777 contract, which expires in 2006. Major Commercial Aircraft programs include the following: Boeing 747. On the 747, Moog had been supplying nine autopilot servoactuators prior to its acquisition of AlliedSignal's product lines. With the Acquisition, Moog gained the additional contracts for the four aileron power control units and twelve spoiler actuators on the 747. All of Boeing's 747's carry Moog products. The 747 aircraft line accounts for a large and growing portion of Moog's sale of parts and replacements to the airline industry because of the over 1,000 747s in service as of January 1996. Boeing recently announced that, starting with the second quarter of 1997, it expects to increase the monthly production rate of 747's from 3-1/2 per month to 4 per month. Boeing 757. The second largest commercial aircraft program for Moog is the 757, and includes elevator and rudder power control units, spoilers, and servovalves. There were approximately 700 757's in service as of January 1996. Boeing recently announced that, starting with the second quarter of 1997, it expects to increase the monthly production rate of 757's from 3 per month to 4 per month. Boeing 767. Once Moog's biggest commercial aircraft contract, the 767 production rate has slowed from a peak of 5 per month in 1993 to 4 per month expected in 1996. Moog currently supplies nine autopilot actuators and all of the servovalves on the 767. There were approximately 600 767's in service as of January 1996. Boeing 777. Moog provides all of the servovalves, flight spoilers and the leading edge rotary actuation system for the 777. The 777 is Boeing's newest plane, seating 328, with a range of approximately 8,000 miles. Industry observers believe this plane will be one of Boeing's largest revenue sources for the foreseeable future. Airbus and McDonnell Douglas. Moog supplies aileron actuators for the Airbus A330 and A340 as well as servovalves on all of the Airbus models. The Company also supplies flight control servovalves and anti-skid brake valves to McDonnell Douglas. Cessna, Canadair, Gulfstream and Lear. Moog supplies primary flight control actuators for Cessna Aircraft Co.'s ("Cessna") new Citation X. These are Cessna's first electronic input flight control actuators. The Acquisition also extended Moog's general aviation sales to Canadair ("Canadair") and Lear Jet Inc., both divisions of Bombardier Inc., and Gulfstream. Engine Controls. The Company also designs and manufactures fuel metering and air inlet controls for jet engines used on numerous commercial aircraft. All models of commercial aircraft currently produced by Boeing and Airbus contain engines on which the Company's controls are used. Military Aircraft Moog provides flight controls for most of the advanced military aircraft and helicopters in the world today. On military aircraft, these controls include servoactuators for ailerons, elevons, rudders, leading edge flaps, servovalves for engines and pitch and roll control assemblies on fixed wing aircraft. On helicopters, flight controls include swashplate, flaperon, elevator, main rotor, tail rotor, bladefold, and vibration- control servoactuation systems. The military hardware is similar to that of commercial aircraft except that certain of Moog's military products are designed for mission survivability. These products also incorporate triple redundancy, effectively allowing the aircraft to lose two of its systems and still continue to fly and survive on the remaining system. The Military Aircraft product line represented approximately 35% of Moog's fiscal 1995 sales. As a result of the Acquisition, the Company broadened this product line to include mechanical and hydraulic actuation systems on the F-16, F/A-18 C/D, F/A-18E/F and V-22 Osprey. Moog's military sales to the U.S. prime government contractors and to foreign governments are generally based on long-term, fixed price contracts. Moog, as a subcontractor, has never experienced collection issues with the original manufacturer of equipment destined for the U.S. government. Generally, Moog's sales of flight controls to foreign governments are guaranteed by the U.S. government under foreign military sales legislation or supported by customer advances and letters of credit. Major military aircraft programs to which Moog contributes include: V-22 Osprey Tiltrotor. The V-22 Osprey tiltrotor aircraft is being built by Bell-Boeing. The V-22 is a hybrid between a helicopter and a fixed wing aircraft. Moog has received significant customer funding for this program in fiscal years 1995 and 1996. Low rate initial production is scheduled to start in 1997, with the first delivery of production aircraft scheduled for 1999. Moog products on the V-22 include six swashplate, six bladefold, eight flaperon and three elevator actuators. The U.S. government currently plans to procure 523 V-22 aircraft for use by the Marines, Navy and Special Forces. F/A-18 Hornet. Moog provides a variety of flight controls for this aircraft, which is the U.S. Navy's primary carrier-based fighter/attack aircraft. The C/D version, of which over 1,200 have been produced, is the only U.S. fighter aircraft currently being built in production quantities. The E/F version, which is 30% larger than the C/D version, is currently in development and will enter production in 1997. Production is planned to be at the rate of approximately 48 aircraft per year by 2002. F-15 Eagle. Moog provides the pitch and roll control assembly for this aircraft. Orders from the U.S. Air Force, Saudi Arabia, Israel and the United Arab Emirates are expected to keep production at current levels through the rest of the decade. Moog also has a significant replacement parts business for this program, as 1,455 aircraft have been produced. F-16 Falcon. Moog provides the power drive unit for the leading edge flaps and associated components on the F-16. Production on the F-16 is primarily for foreign military sales. Moog also provides the leading edge flap actuation system for the Japanese FSX, an F-16 derivative. This project is scheduled to enter its production phase during 1997. There have been 2,876 F-16s produced utilizing Moog products, and the spares and repairs business from this program is steady and substantial. Production at an average rate of 68 aircraft per year is expected through 1999. Taiwanese Indigenous Defense Fighter. The IDF is Taiwan's version of the F-16 Falcon light attack aircraft. This 126- aircraft program peaked in fiscal 1994, and is a program for which Moog supplies all the primary flight control actuators. The IDF program illustrates Moog's ability to provide complete flight control systems and service for not only domestic aircraft, but foreign aircraft as well. Indian Light Combat Aircraft. Moog is developing the flight control actuation system for the Indian government's new Light Combat Aircraft. Moog is also working on the aircraft's nosewheel steering system and brake module. The Company began delivery of the hardware on this program in 1995. Full scale aircraft production is expected to begin after the year 2000. B-2 "Stealth" Bomber. Moog designed and produces the flight control actuation system for this aircraft. The Company believes that the B-2 possesses the most technically challenging flight control system ever developed. The B-2 program has solidified Moog's position as the technological leader in the fly-by-wire market. The Company has recently received a contract to replace the flight control actuation systems for the first four production aircraft. This, along with spares and repairs, will provide significant revenues through 1999. Blackhawk Helicopter. The Blackhawk, built by Sikorsky, is the U.S. military's major combat and troop transport helicopter. Moog supplies the secondary flight controls and an accumulator which is used to start the helicopter's auxiliary power unit. In addition to the U.S. government, sales of the Blackhawk and the Navy's equivalent, the Seahawk, are made to the governments of Turkey, Japan, South Korea, Australia, China and Saudi Arabia. RAH-66 Comanche Reconnaissance Attack Helicopter. Moog holds contracts on the main rotor and tail rotor actuators for the Comanche light attack helicopter. The Comanche is a highly maneuverable and stealthy aircraft with a radar cross-section of 1/600th of the Apache attack helicopter. The first flight of the Comanche prototype, still in the pre-production phase, was completed in January of 1996. Although production funding is uncertain, the Company is receiving customer funding for design and development of the primary flight controls for this helicopter. Engine Controls. The Company also produces fuel metering and air inlet controls for jet engines used on numerous advanced military aircraft. The military engine controls business is represented on the F-14, F-15, F-16, F/A-18 C/D, F/A-18 E/F, F-22, B-2 and the IDF. Space and Missiles The Company manufactures motion, fluid and propellant controls and systems which are used to control the flight and positioning of satellites, launch vehicles and missiles. The Company has the leading market share in satellite propulsion and strategic missile and launch vehicle TVC systems, and is the technological leader in electric propulsion, gel propellant controls, thrusters and valves. The Space and Missiles product line accounted for approximately 12% of fiscal 1995 sales. Moog's space and missile systems products can be separated into two broad categories. First, the Company manufactures valves and regulators which control fluid and propellant flows on satellites, launch vehicles and tactical missiles. The second category consists of products which control the trajectory of strategic missiles, tactical missiles and launch vehicles. These products include hydraulic actuators, electromechanical actuators and TVC systems. The Company's strengths in the space and missile systems markets include its broad product offering, quality reputation and customer support programs. The Company's major space and missiles programs and applications are described below. Satellite Propulsion. Moog's Space and Missiles product line is centered around its satellite propulsion business, which enjoys a broad, established line of custom designed and standard controls products. While the Company manufactures a relatively small number of satellite components, it supplies them for almost every make of satellite that is produced in the world. Major customers include General Motors Corporation-Hughes Electronics ("GM-Hughes"), Lockheed Martin Corporation ("Lockheed Martin") and Loral Corporation ("Loral"). Moog's typical satellite shipset of 10-12 valves provides an estimated $200,000 per satellite in sales, exclusive of launch vehicle sales. Two examples of new satellite propulsion programs are: - Motorola Iridium Satellite System. Moog supplies propellant isolation valves on Motorola's Iridium Satellite System, which is scheduled to enter production in late 1996. Over the next ten years, an estimated 110 of these low Earth orbit communications satellites are expected to be launched. - Xenon Propellant Management Assembly. Xenon-ion thrusters are expected to replace conventional chemical rockets used to control satellite orbits. Xenon-ion propulsion systems use solar-powered electronics to accelerate Xenon ions to very high velocities to create rocket thrust. Xenon-ion propulsion systems are expected to create savings of $9 million to $12 million per commercial satellite launch. Moog has become the technological leader in supplying the complete propellent storage and Xenon gas control system. The first commercial launch of this system is scheduled for mid-1997. Space Station. Another significant space program for Moog is the International Space Station Alpha, for which Moog is developing a highly specialized fluid quick disconnect to be used in the electric power and thermal control systems, as well as a bolt motor assembly for connecting key structural portions of the Space Station. Space Shuttle. Moog supplies actuators for the Space Shuttle's flight controls, main engine TVC and solid rocket booster TVC. Space Shuttle launches now occur at a rate of approximately seven per year. The solid rocket booster actuators are recoverable after every launch and are returned to Moog for refurbishment. A new Space Shuttle development program for Moog is the hydrazine flow control system for use in the auxiliary power unit in the Space Shuttle's solid rocket boosters. The new hydrazine flow control system is scheduled to begin production in mid-1996. SAFER Space Life Jacket. SAFER is an acronym for Simplified Aid for Extra Vehicular Rescue. NASA developed the SAFER self- propelled space life jacket for astronauts to wear while working outside the Space Shuttle. Moog supplies the 24 cold gas mini- thrusters on the jacket that each provide less than one pound of thrust. If an astronaut breaks loose from a tether, Moog's mini- thrusters enable the astronaut to instantly halt and stabilize an uncontrolled tumble with computer-controlled thrust pulses. Then, with a joy stick that controls these thrusters, the astronaut can maneuver at will. Launch Vehicles. Sales from Moog's launch vehicle programs are expected to remain relatively constant in the near term. Because of government budget constraints, satellites will be launched with the vehicles currently in production. The Company's sole source position on the Titan family of launch vehicles and on the Ariane 5 assure its participation. Three examples of launch vehicle programs are: - Titan IV Launch Vehicle. The Titan IV is the largest unmanned launch vehicle in existence. Moog produces the TVC system for Titan IV's rocket boosters as well as TVC actuators for all stages of the core vehicle. - Ariane V Launch Vehicle. Moog is working on two programs that accommodate the new upper stage engine on the Ariane V. One program is a propellant valve assembly that controls fuel flow. The other program is an electromechanical TVC actuator. - Trident Submarine-Launched Missile. Moog is the sole source provider of TVC actuation for all three stages of the Trident submarine-launched missile. Trident is the only strategic missile currently in production for the U.S. Department of Defense ("DoD"). Tactical Missiles. Moog continues to produce valves for the Patriot program. The Company's only recent European tactical missile program was to supply valves for the Italian Aspide, which is a derivative of the Sparrow missile. Theater High Altitude Area Defense. THAAD is an anti- missile defense system designed for the interception of incoming missiles in the upper atmosphere. The program was mandated by the Missile Defense Act passed by Congress in 1991. Moog is the sole source supplier of bipropellant thrusters for the attitude control system on this program. The Company also produces a pressure control module used to position THAAD's infrared seeker. Industrial Hydraulics This product line consists of over 15,000 variations of servovalves and servoactuators used in industrial automation to apply substantial force in a precise and measured fashion, usually resulting in linear movement. The Company's Industrial Hydraulics products are used in a wide range of applications, including fatigue testing systems, plastic blow molding machines, position controls for sawmill equipment, fuel metering and override controls for gas and steam turbines, and controls for clamp and injection operations in plastic injection molding machines. The Company's Industrial Hydraulics product line represented approximately 20% of fiscal 1995 sales. During fiscal 1995, the Company estimates that it sold approximately 30,000 industrial servovalves to over 1,500 customers throughout the world. Currently, almost all of this business is in markets outside the U.S. Industrial Hydraulics products are traditionally used with heavy equipment which requires periodic servicing and maintenance. The Company has capitalized upon this requirement by building a substantial Aftermarket business. The Company believes that it currently services over 80% of its installed base of Industrial Hydraulics servovalves. The Company's strong market share in both OEM sales and Aftermarket support is enhanced by an extensive worldwide subsidiary network with which Moog can provide exceptional service and support to its customers. The Company expects this product line to experience strong sales and earnings growth. The Company's restructurings and manufacturing consolidations in prior years have resulted in substantial cost reductions. The emergence of European capital goods markets from a prolonged recession late in calendar 1994 resulted in improved fiscal 1995 sales. Future sales growth is expected based upon trends toward increasing automation, expanding Asian markets, and the Company's recent targeting of the U.S. market. In December 1995, the Company acquired Ultra's servovalve product line. This product line traces its history back to a license granted by Moog in the 1950's. Over the past thirty years, the Ultra product line has benefitted from numerous refinements to the original Moog designs and has developed a valuable and extensive customer network. In its latest fiscal year, the Ultra industrial servovalve product line reported worldwide sales of just under $5.0 million. Industrial Electrics This product line includes electric drives for assembly robots, brush making machines, material handling robots, total machine controls for plastic injection and blow molding machines, carpet tufting machines, postal sorting machines, gun/turret controls for military vehicles, and 4- and 6-degree of freedom motion platforms for the entertainment industry. Moog's Industrial Electrics products are generally used in applications requiring less force than applications using hydraulic systems. The Industrial Electrics product line represented approximately 13% of fiscal 1995 sales. From a cost perspective, the Company rationalized its production capabilities in 1995 to reduce overhead and take advantage of its low cost Irish facility. At the same time, increasing demand for plastics, electric drives and motion simulators is resulting in increased sales. The combination of the cost reductions and improving market conditions is expected to result in considerably improved financial results. In addition, as the Company's installed base of Industrial Electrics products grows and matures, it anticipates future sales growth from the sale of spare parts and repairs. The primary applications for these products are described below: Plastics Market. Electric controls supplied by Moog for injection and blow molding machines manage servovalve functions and the sequence and temperatures of machine operation, with servovalves providing for closed loop control. Entertainment Simulators. Moog has developed a family of electrically actuated motion bases for the entertainment business. Moog has delivered 27 simulator shipsets since fiscal 1994, and has established the performance standard for electrically actuated motion platforms. Military Vehicles. Moog supplies the Industrial Electric products used in the azimuth and elevation controls for gun systems on military vehicles. These systems are designed to handle the large inertia involved in aiming a gun mounted on a vehicle traveling at high speed through rough, open terrain. One key advantage of electric controllers is the elimination of the hydraulic supply, thereby reducing fire hazard. Electric Drives. This area includes brushless DC motors, servoactuators and digital motor controllers. These products are used in a wide variety of applications, including assembly and material handling robots, carpet tufting and postal sorting machines. Business Strategy The Company's objective is to enhance its present global leadership positions in the Aerospace and Industrial Controls markets. Key elements of the Company's principal business strategies include: Enhance Market Leadership. The Company focuses on high-end precision control markets. In product areas representing approximately 87% of its fiscal 1995 sales, the Company believes it is the technological leader and the market leader in terms of sales. In Aircraft Controls, Moog is the recognized world leader in technologically advanced control systems and components that are custom designed to perform to exacting specifications. The Company also believes that it is the largest supplier of flight controls and servovalves to the worldwide Aerospace market. Due to Moog's proven ability to meet or exceed the OEM's technological specifications, the Company is a sole source supplier of certain flight controls for both the B-2 and V-22, as well as Boeing's 747, 757, 767 and 777 aircraft. In industrial servovalves, the Company estimates it currently has a 35% share of the worldwide market. Moog continually improves its line of servovalves and servoactuators to provide its customers with the optimal solution in terms of performance, price and quality. Continually Broaden Product Lines and Applications. The Company's growth is principally attributable to its strategy of continually broadening its technology, products and product applications. Moog's capabilities extend to the design and production of electrohydraulic, electromechanical and electropneumatic systems and components. In addition, as a result of the Acquisition, the Company now offers one of the broadest controls product lines in the industry. In Industrial Controls, the Company provides increasingly intelligent digital controls as part of its electric drive systems and as a complement to its hydraulic controls. The Company believes that its diverse product applications and integrated approach to product development and testing provide it with competitive advantages over rival suppliers. Maintain Stability and Diversity of Customer Relationships. Over the last decade, the Company has never been replaced as the supplier of commercial or military flight control systems for which the Company was the original supplier to the OEM. Moog's success in obtaining and retaining long-term OEM contracts is directly attributable to the Company's practice of working closely with its customers from the design phase, through production and Aftermarket support. In addition, the Company markets its products to a broad range of commercial, industrial and government customers. For example, Moog's industrial customer base consists of more than a thousand machinery manufacturers throughout the world, in plastics, packaging, fatigue testing equipment, steel and metals production, wood processing and general manufacturing. The Company's sales diversity in both geography and applications can mitigate the effects of specific regional or capital goods spending cycles. Provide Superior Aftermarket Service. The Company aggressively markets spares, parts and repair services directly to its Aerospace and Industrial Controls customers through its extensive network of international subsidiaries. Aftermarket sales are generally more profitable and less volatile than OEM sales. For fiscal 1995, the Company's Aftermarket sales represented approximately 14% of sales, which the Company estimates to be approximately double its fiscal 1992 Aftermarket sales, reflecting increases in the Company's installed base and its focus on Aftermarket sales opportunities resulting from the Acquisition. Customers Moog's customers can be categorized into three principal groups. The first group includes customers for Aerospace hardware, including producers of military aircraft, commercial aircraft, jet engines, strategic and tactical missiles, launch vehicles and satellites. While the majority of Moog's Aerospace sales are to U.S. government prime contractors and U.S. commercial aircraft manufacturers, there are also significant sales generated in foreign markets. Moog is currently involved in numerous U.S. governmental defense programs with various prime contractors such as McDonnell Douglas, Boeing Helicopters, Northrop Grumman Corporation, Rockwell International Corporation, Lockheed Martin, Loral, Sikorsky, a United Technologies Corporation company, Mitsubishi Heavy Industries, Ltd., Bofors AB, GM-Hughes and General Electric Company. Customers also include foreign governments purchasing products originally developed for the DoD. Examples of this include the sale of F-15's to Israel and Saudi Arabia, Patriot missiles to Taiwan and Korea, and helicopters to various U.S. allies. In commercial aerospace, the three principal commercial aircraft manufacturers, Boeing, McDonnell Douglas and Airbus, are major customers. Moog has recently developed relationships with manufacturers of regional aircraft and business jets, including Canadair, Gulfstream and Cessna. Moog is also involved in commercial satellite propulsion and launch vehicles, where it sells to companies such as GM-Hughes, Loral, Lockheed Martin and British Aerospace PLC. Moog's second customer grouping includes industrial manufacturers of capital goods machinery and robotics used for blow molding, injection molding, power generation, materials handling, steel rolling mills, wood processing, mining, flight simulation, fatigue testing and assorted other sophisticated automated production equipment and mobile applications. The Company's customers include worldwide manufacturers such as Robert Bosch GmbH ("Bosch"), Battenfeld Maschinerfabriken GmbH, European Gas Turbines and Sega Enterprises Ltd. This customer segment is expected to experience a fairly strong rate of growth in Asian markets due to the rapidly developing economies in that part of the world. In Europe, growth is anticipated based upon the trend to greater automation. In the U.S., Moog has a market presence in industrial electric controls, with plastics forming and the electric drive markets expected to provide the impetus for electric controls growth. The Company is also targeting the U.S. industrial hydraulics markets. The third major customer group is comprised of Aftermarket customers who require spares to be provisioned and repairs to hardware in service. This group includes the U.S. and foreign governments in military related products and airlines throughout the world in commercial aircraft products. For military hardware, this includes the DoD and foreign governments which need spares and repairs for and to existing aircraft, launch vehicles, or missiles. Similarly, industrial end-users and commercial airlines require a steady supply of spares and repairs to service their existing machinery and aircraft. In fiscal 1995, total Aftermarket sales were approximately $52.0 million. In aggregate, the Company markets its products to a wide variety of customers. Boeing (including Bell-Boeing) and the U.S. government (including U.S. government prime contractors) are Moog's largest customers and represented approximately 12.4% and 36.4%, respectively, of fiscal 1995 sales. The concentration of customers varies within product lines. In the Commercial and Military Aircraft product lines as well as Space and Missiles, the Company has fewer customers, while in the Industrial Hydraulics and Industrial Electrics product lines the Company has many customers with no one customer being material. In the Commercial Aircraft market, Boeing is Moog's largest customer, representing approximately 7.0% of fiscal 1995 sales. In the Military Aircraft market, the largest customer is McDonnell Douglas (7.8% of fiscal 1995 sales) and in the Space and Missiles market, Lockheed Martin is the largest customer (3.0% of fiscal 1995 sales). The largest customer in the Industrial Controls markets represented no more than 1.2% of fiscal 1995 sales. Competition The Company experiences considerable competition in each of its five major product lines. However, the Company is the only precision motion control specialist which competes globally in all markets and all drive technologies. Many of its competitors have greater financial and other resources than the Company. In Aircraft Controls, the Company's principal competitors include Parker Hannifin Corporation ("Parker Hannifin"), Curtiss-Wright Corp., HR Textron, a subsidiary of Textron, Inc. ("HR Textron"), Teijin Seiki Limited and E-Systems Inc., a Raytheon company, ("E-Systems"). In Space and Missiles, the Company's principal competitors are AlliedSignal and HR Textron. For the Industrial Hydraulics product line, competitors are Bosch, IMC, Mannesmann Rexroth GmbH and E-Systems. Competitors in the Industrial Electrics product line include Barber-Coleman Company, Siemens AG, Indramat GmbH, Pacific Scientific Company and Yaskawa Electric Corp. Competition in each of the product lines is based upon design capability, product performance and life, service, price and delivery time. In certain product lines technological considerations predominate over price considerations, while in others price considerations are paramount. The Company believes it competes effectively on all these bases. See "Risk Factors -- Competition." Manufacturing Moog's manufacturing facilities are equipped to manufacture custom engineered products designed for specific customer applications. The facilities and manufacturing equipment are state of the art. They include CAD/CAM, CNC machining, internally designed and manufactured test equipment, and Class 10,000 and Class 100,000 environmental facilities. The manufacturing process for specific custom engineered applications demands technical expertise and precision of the highest degree. First, design engineering expands the preliminary designs completed during the proposal process. After any necessary modifications, prototypes of the design are manufactured for developmental testing. As part of this process, Moog conducts an internal review which ensures that the design will meet the specific customer application and can be manufactured in a cost-effective manner. Moog emphasizes concurrent engineering, whereby design engineering and production engineering coordinate early in the process to optimize product design from a manufacturing standpoint. The product then goes into limited production for customer testing, after which the product is a qualified design. At this stage the product moves into full production. Production of the final product is a three-step process: fabrication, assembly and testing. In the fabrication process, skilled machinists using proprietary manufacturing processes directed by Moog's methods engineering staff produce a substantial volume of components satisfying submicron tolerances. Assembly of the components by technicians is followed by testing of the product to ensure that it meets Company and customer specifications. In general, each technician involved in both the assembly and testing functions has a two-year degree in a technical field and is supported by Moog's product engineering staff, which prepares assembly worksheets and test procedures. Sales and Marketing Moog's sales and marketing organization is comprised of individuals possessing highly specialized technical expertise. Such expertise is required in order to effectively evaluate the customer's precision control requirements and in facilitating communication between the customer's engineering staff and the Moog engineering staff. Moog's marketing staff is the primary contact with key customers. Manufacturers' representatives are used to cover certain domestic aerospace market areas, primarily on the west coast. As of September 30, 1995, the Company had approximately 226 individuals in its sales and marketing organization. Approximately 40% of these individuals are located in the U.S. and 60% are located in international markets. Moog's success in both the Aerospace and Industrial Controls markets can be attributed to its innovative engineering solutions, the continual stream of new product applications, the Company's reputation for reliability and customer support, and the development of strong contacts with customers which allow for early identification of opportunities. Further, Moog's strong technical marketing force located in key markets throughout the world has facilitated the adaptation of technology developed in one geographic market to other geographic markets for different applications. Employees Moog currently employs approximately 3,050 individuals worldwide. Of that total, approximately 1,920 are in the U.S., 560 are in Europe, 170 are in the Pacific Rim and 400 are in low cost manufacturing centers in the Philippines, Ireland and India. A portion of the Company's employees in Germany are represented by a works council, and a portion of the employees at the recently acquired Ultra are represented by a union. Moog's engineering staff is one of the Company's competitive strengths, and its production work force is composed of highly skilled machinists, assemblers and technicians. The Company believes its relationship with its employees is excellent. Moog has been listed in all publications of the book "The 100 Best Companies to Work for in America," and enjoys an unusually low employee turnover rate. Legal Proceedings From time to time, the Company is named as a defendant in legal actions arising in the normal course of business. The Company is not a party to any pending legal proceeding the resolution of which management believes will have a material adverse effect on the Company's results of operations or financial condition or, except as discussed herein, to any pending legal proceedings other than ordinary, routine litigation incidental to its business. See also "-- Environmental Matters." In early 1988, Moog entered into a transaction (the "1988 Transaction") with William C. Moog, its then founder, chairman and largest shareholder, pursuant to which Mr. Moog exchanged all his common stock in the Company for sole ownership of Moog's domestic industrial business and its automotive systems activities. The newly formed business transferred to Mr. Moog was called MCI. In 1994, Mr. Moog transferred his interest in and control of MCI to an unrelated company currently controlled by IMC. The capital stock of MCI is now held by a partnership in which William C. Moog is a limited partner. Mr. Moog is the father-in-law of Richard A. Aubrecht, an officer and director of the Company. At the time of the 1988 Transaction, Moog was the beneficiary of certain agreements with the Power Authority of the State of New York ("PASNY"), pursuant to which the Company was entitled to purchase electric power at advantageous rates. In the course of the 1988 Transaction, an ancillary agreement was entered into which provided that MCI would be able to take credits against future rent and services payments to Moog. MCI never took the credits. Moog regards the ancillary agreement as having been waived or discharged and of no further force or effect. In 1995, under its new ownership, MCI began an action against Moog in New York State Supreme Court which seeks the economic benefits of the ancillary agreement. Moog answered the complaint and has defended the lawsuit, alleging, inter alia, that MCI, by its inaction over a course of seven years, waived any rights it may have had under the ancillary agreement. Also, as part of the 1988 Transaction, Moog and MCI entered into a Trade Name License Agreement ("TNLA") pursuant to which MCI was licensed to use the words "Moog Controls" and "Moog Controls Inc." to identify itself and its business. The TNLA recognized that Moog is the exclusive registrant for the trademark and service mark "Moog." It further recognized that all use of the word "Moog" by MCI should inure solely to the benefit of Moog. The TNLA did not express any particular duration or geographic scope, but did prohibit its assignment or sublicense. In late 1995, Moog Italiana S.r.1., Moog's indirect, wholly owned subsidiary, sought preliminary relief against MCI's Italian distributor for MCI's use of the Moog name in Italy. As a consequence of the action commenced by Moog Italiana S.r.1., MCI sued Moog in United States District Court, seeking a declaration of its rights under the TNLA and preliminary and permanent injunctions directing Moog to compel its foreign subsidiaries not to bring actions which would affect MCI's right to use the Moog name in their respective jurisdictions. Moog has moved to dismiss the MCI action for lack of subject matter jurisdiction. On February 28, 1996, Moog notified MCI that Moog was terminating the TNLA and granting MCI until August 31, 1996, to use its existing supplies of materials imprinted with the Moog name. It is anticipated that MCI will challenge this termination. Motions addressed to the jurisdiction of the District Court and other preliminary issues are currently pending before the court. During fiscal 1995, the Company sold to MCI products and services in the amount of $1.8 million and purchased from MCI products and services in the amount of $2.1 million. In light of the adversarial proceedings between Moog and MCI, the level of these transactions has decreased significantly. See also "Risk Factors -- Competition." On March 25, 1996, a complaint was filed in the Superior Court of the State of California for the County of Los Angeles by certain former employees at the Aerospace Equipment Division of AlliedSignal against AlliedSignal, Moog, a named employee of AlliedSignal and unnamed employees of both companies. The complaint alleges a number of claims related to age discriminationtransfer taxes in connection with the ~~termination~~tender of old notes in the exchange offer unless you instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any applicable transfer tax.

Consequences of Exchanging or Failing to Exchange Old Notes

If you do not exchange your old notes for new notes in the exchange offer, your old notes will continue to be subject to the provisions of the plaintiffs' employment by AlliedSignal, and by Moog after the transfer of such former employees from AlliedSignal to Moog in connection with the Acquisition. The complaint seeks general, special and punitive damages and attorneys' fees in unspecified amounts and such other relief as the court deems appropriate. The Company intends to vigorously defend this action and does not believe that it will have a material adverse effect upon its financial condition. Patents, Trademarks and Trade Names Moog has numerous patents and has filed applications for others. While the protection afforded by these is of value, the Company does not consider the successful conduct of any material part of its business dependent upon such protection. The Company's patents and patent applications include both U.S. and international patents, relating to electrohydraulic, electropneumatic and electromechanical actuation mechanisms and control valves, electronic control component systems and interface devices. The Company has trademark and trade name protection in major markets throughout the world. Environmental Matters The Company's operations and properties are subject to federal, state and local environmental and health and safety laws and regulations, including thoseindenture relating to the ~~handling, generation, emission, discharge, treatment, storage~~notes regarding transfer and ~~disposal~~exchange of ~~hazardous~~the old notes and ~~non-hazardous materials~~the restrictions on transfer of the old notes described in the legend on your certificates. These transfer restrictions are required because the old notes were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and ~~wastes. The Company has~~applicable state securities laws. In general, the old notes may not be offered or sold unless registered under the Securities Act, except under an exemption from, or in a ~~permit~~transaction not subject to, ~~discharge wastewater from its East Aurora facility, which in 1994 was revised~~the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. Based on interpretations by the ~~New York State Department~~staff of ~~Environmental Conservation ("DEC")~~the SEC, as set forth in no-action letters issued to ~~substantially lower its effluent limitations. Over~~third parties, we believe that the ~~past two years,~~new notes you receive in the ~~Company has cooperated~~exchange offer may be offered for resale, resold or otherwise transferred without compliance with the ~~DEC by investigating this matter~~registration and ~~preparing an appropriate action plan~~prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the new notes if:


	•	you are our “affiliate,” as defined in Rule 405 under the Securities Act;

	•	your are not acquiring the new notes in the exchange offer in the ordinary course of your business;

	•	you have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the new notes you will receive in the exchange offer;

	•	you are holding old notes that have, or are reasonably likely to have, the status of any unsold allotment in the initial offering; or

	•	you are a participating broker-dealer

We do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in ~~response to~~ the ~~permit. In February 1996, the DEC formally notified the Company that it believes the Company has exceeded the limits imposed by the permit. The DEC requested~~context of a similar no-action letter. As a result, we cannot guarantee that the ~~Company enter into an order on consent relative to alleged non-compliance~~staff of the SEC would make a similar determination with respect to the ~~wastewater discharges,~~exchange offer as in the circumstances described in the no-action letters discussed above. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and ~~indicated that if~~does not intend to engage in, a distribution of new notes and has no arrangement or understanding to participate in a distribution of new notes. If you are our affiliate, are engaged in or intend to engage in a distribution of the Company did not do so, the DEC would initiate an enforcement action. In March 1996, the Company proposed, in lieu of entering into a consent order, that certain immediate action be taken to treat the wastewater discharges and address this matter. The DEC has not yet responded to the Company's proposal and the Company currently expects to implement its proposal after receiving a DEC response. Whethernew notes or ~~not a consent order is entered into, the Company expects the cost of~~have any ~~required corrective action to be less than $100,000. There can be no assurance that the DEC will refrain from enforcement action, which could include monetary sanctions,~~arrangement or understanding with respect to ~~this matter. The Company has also recently become aware~~the distribution of ~~an interpretation of certain state regulations in California pursuant to which its Torrance facility, acquired~~the new notes you will receive in the Acquisition, should have had a permit from the California Department of Toxic Substances Control ("DTSC") for the treatment of hazardous substances. The Company is working with the DTSC staff to obtain a variance from this regulation. The federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA," also commonly referred to as "Superfund") authorizes the federal and state governments and private parties to take action with respect to releases and threatened releases of hazardous substances and provides a cause of action to recover the response costs from certain statutorily responsible parties. The federal governmentexchange offer, you may also order responsible parties to take remedial action directly. Liability under CERCLA may be joint and several among responsible parties. The Company, over the past five years, has been named as a potentially responsible party ("PRP") with respect to three Superfund sites. The clean up actions with regard to the three Superfund sites have been completed, and the Company's share of ~~the related costs was~~ not significant. No further actions have been initiated by federal or state regulators. In addition, the Company was notified in August 1993 by a PRP group at a site related to one of the Superfund sites referenced above that it will seek contribution from the Company to the extent the PRP group is responsible for remediation costs. In late March 1996, the Company was notified of a proposed de micromis settlement with respect to waste claimed to have been generated by formerly owned operations. The Company is also in the process of voluntarily remediating an area identified in 1994 at a Company- owned facility leased to a third party. The Company believes that adequate reserves have been established for environmental issues, and does not expect that these environmental matters will have a material effectrely on the ~~financial position~~applicable interpretations of the Company in excess of amounts previously reserved. Properties The Company maintains its corporate headquarters in East Aurora, New York and conducts its principal manufacturing and distribution operations at the following facilities: Sq. Owned Location Utilization Footage or Leased East Aurora, NY Headquarters & Manufacturing 555,515 Owned East Aurora, NY Headquarters & Manufacturing 234,914 Leased(1)(2) Torrance, CA Manufacturing 200,010 Owned Torrance, CA Sales 800 Leased Torrance, CA Storage 5,355 Leased Baguio City, Philippines Manufacturing 63,777 Owned Boblingen, Germany Manufacturing 121,520 Leased Malnate, Italy Sales 15,480 Owned Tewkesbury, England Manufacturing 4,500 Owned Tewkesbury, England Manufacturing 78,000 Leased Askim, Sweden Sales 4,515 Leased Espoo, Finland Sales 1,400 Leased Rungis, France Sales 18,601 Leased Shatin, Hong Kong Sales 7,276 Leased Hiratsuka, Japan Manufacturing 67,911 Owned Sao Paulo, Brazil Sales 12,912 Leased Mulgrave, Australia Sales 7,500 Owned Mulgrave, Australia Sales 1,000 Leased Ringaskiddy, Ireland Manufacturing 26,000 Owned Kyunggi-do, Korea Sales 7,047 Owned Birkerod, Denmark Manufacturing 30,100 Leased Bangalore, India Manufacturing 22,901 Owned Science Park, Singapore Sales 2,091 Leased ________________ (1) Includes 94,724 square feet under capital lease arrangements. (2) Includes 132,290 square feet owned and under capital lease arrangements sub-leased to third parties, and 26,364 square feet under an operating lease sub-leased to a third party. The Company believes that its properties have been adequately maintained, are in generally good condition and are suitable for the Company's business as presently conducted. The Company also believes that its existing facilities provide sufficient production capacity for present and foreseeable future needs. Upon the expiration of its current leases, the Company believes that it will be able to either secure renewal terms or enter into leases for alternative locations at market terms. MANAGEMENT The following table sets forth, as of March 31, 1996, the names and ages of the Company's executive officers, together with their business experience during the last five years and offices currently held with the Company. Name Age Position Robert T. Brady 55 Chairman of the Board; President; Chief Executive Officer; Director; Member, Executive Committee Robert R. Banta 54 Executive Vice President; Chief Financial Officer; Director; Assistant Secretary; Member, Executive Committee Richard A. Aubrecht 51 Vice Chairman of the Board; Vice President -- Strategy and Technology; Director; Member, Executive Committee Joe C. Green 55 Executive Vice President; Chief Administrative Officer; Director; Member, Executive Committee Kenneth D. Garnjost 69 Vice President -- Engineering Philip H. Hubbell 56 Vice President -- Contracts and Pricing Stephen A. Huckvale 46 Vice President -- International Robert H. Maskrey 54 Vice President Richard C. Sherrill 57 Vice President William P. Burke 60 Treasurer John B. Drenning 58 Secretary Donald R. Fishback 40 Controller Mr. Robert T. Brady has been with the Company for 30 years. In 1976, Mr. Brady became Vice President and General Manager of the Aerospace Division, and subsequently President of the Aerospace Group in 1981. In 1988, Mr. Brady was elected President and CEO, and in 1996, he was elected as Chairman of the Board. Prior to joining the Company in 1966, Mr. Brady served as an officer in the U.S. Navy. Mr. Brady received his B.S. in Mechanical Engineering from M.I.T. and his M.B.A. from the Harvard Business School. Mr. Robert R. Banta began his career at the Company in 1983 as Vice President of Finance, and was named to his present position in 1988. Prior to joining the Company, Mr. Banta was Executive Vice President of Corporate Banking for M&T Bank. Mr. Banta received his B.S. from Rutgers University and holds an M.B.A. from the Wharton School of Finance. Dr. Richard A. Aubrecht began his career at the Company in 1969. Dr. Aubrecht worked in various engineering and manufacturing capacities, including two years at the Company's German subsidiary, before leaving the Company in 1976 to work for American Hospital Supply. In 1979, he rejoined the Company as Administrative Vice President and Secretary. In 1988, Dr. Aubrecht became Chairman of the Board, and subsequently was elected Vice Chairman of the Board and Vice President of Strategy and Technology. Dr. Aubrecht studied at the Sibley School of Mechanical Engineering at Cornell University from 1962 to 1969 where he earned B.S., M.S. and Ph.D. Degrees. Mr. Joe C. Green began his career at the Company in 1966. In 1973, Mr. Green was named Vice President -- Human Resources, and was subsequently elected to his current position in 1988. Before joining the Company, Mr. Green worked for the General Motors Institute and served as a Captain in the U.S. Army. Mr. Green received his B.S. from Alfred University in 1962 and completed graduate study in Industrial Psychology at Heidelberg University in Germany. Mr. Kenneth D. Garnjost began his career at the Company in 1954 as Chief Systems Engineer. He has held several positions during his career, including Technical Assistant to the President, Chief Engineer and Director of Engineering. He was appointed Vice President -- Engineering in 1961. Prior to joining the Company, he was on the staff of the ~~M.I.T. Instrumentation Laboratory. Mr. Garnjost received his B.S. in Mechanical Engineering from M.I.T. Mr. Philip H. Hubbell began his career at~~SEC and you must comply with the ~~Company in 1965 as Controller~~registration and prospectus delivery requirements of the ~~Hydra-Point Division. In 1968, he became Controller~~Securities Act in connection with any resale transaction involving the new notes. If you are a participating broker-dealer, you must acknowledge that you will deliver a prospectus in connection with any resale of the ~~Aerospace/Industrial Groups.~~new notes. In ~~1978, Mr. Hubbell was made a Group Vice President,~~addition, to comply with state securities laws, you may not offer or sell the new notes in any state unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and ~~was appointed Vice President -- Contracts~~is complied with. The offer and Pricing in 1988. Mr. Hubbell received his B.A. from Duke University. Dr. Stephen A. Huckvale, Vice President-International, began his career with the Company in 1980 as Moog Controls Ltd.'s Engineering Manager. In 1986, Dr. Huckvale became General Managersale of the ~~Pacific Group, and Vice President~~new notes to “qualified institutional buyers” (as defined in 1990. In 1995, Dr. Huckvale became Vice President -- Moog International. Prior to joining the Company, Dr. Huckvale worked for Plesy Hydraulics and the Atkins Research and Development Center. Dr. Huckvale received his Doctorate in Mechanical Engineering from the University of Bath in England. Mr. Robert H. Maskrey has been with the Company since 1964. He served in a variety of engineering capacities through 1976. From 1976 until 1981, Mr. Maskrey was Chief Engineer for the Electronics & Systems Division. In 1981, Mr. Maskrey joined the Aircraft Controls Division, of which he became General Manager and concurrently a Vice PresidentRule 144A of the ~~Company in 1985. In 1989, Mr. Maskrey became General Manager for~~Securities Act) is generally exempt from registration or qualification under state securities laws. We do not plan to register or qualify the Aircraft Controls Group. Mr. Maskrey received his M.S. in Mechanical Engineering from M.I.T. Mr. Richard C. Sherrill began his career at the Company in 1974 as Materials Manager for the Industrial Controls Group, and became Manufacturing Manager for the Industrial Division in 1976. In 1977, he became Operations Manager for the Aerospace Division, and in 1985, General Managersale of the ~~Space Products Division. In 1989, Mr. Sherrill became General Manager for the Systems Group~~new notes in any state where an exemption from registration or qualification is required and in 1991, a Vice President of the Company. Mr. Sherrill received his undergraduate degree in Industrial Administration from Yale University, and his M.B.A. from the Harvard Business School. Mr. William P. Burke joined the Company in 1985. Prior to becoming Treasurer at the Company, Mr. Burke was an Administrative Vice President of M&T Bank. Mr. Burke received his B.S. in Civil Engineering and his M.B.A. from Cornell University. Mr. John B. Drenning became Moog's Secretary in 1988. He received his law degree from Cornell University and is currently a Partner in the Buffalo, New York, law firm of Phillips, Lytle, Hitchcock, Blaine & Huber. Mr. Donald R. Fishback began his career with the Company in 1981. After working as an Internal Auditor and as a Divisional Financial Manager, Mr. Fishback became Controller in 1985. Prior to joining the Company, Mr. Fishback worked for Deloitte, Haskins and Sells. He is a C.P.A. and holds a B.A. in Business from Westminster College and an M.B.A. from the State University of New York at Buffalo. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information with respect to the beneficial ownership of Common Stock as of May 23, 1996 by (i) each person known to the Company to beneficially own more than 5% of either class of the Company's outstanding Common Stock, (ii) each of the Company's directors and certain executive officers, and (iii) all directors and executive officers of the Company as a group. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned. Class A Class B Common Stock Common Stock(1) Amount and Amount and nature of nature of Name and address of beneficial Percent beneficial Percent beneficial owner ownership of Class ownership of Class Moog Family Agreement as to Voting(2) 177,151 3.3 270,943 17.0 c/o Moog Inc. Jamison Rd. East Aurora, NY 14052 David L. Babson & Co., Inc 365,000 6.8 -- -- One Memorial Drive Cambridge, MA 02142 Moog Inc. Retirement Plan Trust(3) 304,155 5.7 296,603 18.6 c/o Moog Inc. Jamison Rd. East Aurora, NY 14052 Moog Inc. Savings and Stock Ownership Plan Trust(4) 86,574 1.6 502,258 31.4 c/o Moog Inc. Jamison Rd. East Aurora, NY 14052 U.S. Bancorp 606,000 11.3 -- -- 111 S.W. Fifth Street Portland, OR 97208 Pioneering Management Corporation 480,800 9.0 -- -- 60 State Street Boston, MA 02109 Gabelli Funds, Inc.(5) 516,700 9.6 -- -- One Corporate Center Rye, New York 10580-1434 Richard A. Aubrecht(6) 41,863 * 24,435 1.5 Robert R. Banta 29,000 * 17,000 1.1 Robert T. Brady(7) 53,636 1.0 29,792 1.8 Joe C. Green 40,632 * 19,810 1.2 John D. Hendrick -- -- 1,000 * Robert H. Maskrey 41,242 * 20,257 1.3 Kenneth J. McIlraith 6,000 * 8,304 * Peter P. Poth(8) 500 * 3,804 * Arthur S. Wolcott(9) 26,085 * 17,184 1.1 All directors and executive officers as a group (16 persons)(10) 351,123 6.2 181,396 10.5 _______________ * Does not exceed one percent of the class. (1) Class B shares are convertible into Class A shares on a share-for-share basis. (2) Does not include options to acquire 40,500 Class A shares and 17,000 Class B shares. See "--Moog Family Agreement as to Voting" for an explanation as to how the shares shown in the table as beneficially owned are voted. (3) Shares held are voted by the Trustee, Manufacturers and Traders Trust Company, Buffalo, New York, as directed by the Moog Inc. Retirement Plan Committee. (4) Of the shares shown as beneficially owned in the table, approximately 41,700 unallocated Class B shares held are voted by the Trustee, Marine Midland Bank, Buffalo, New York, as directed by the Investment Committee under the Company's Savings and Stock Ownership Plan. An additional 460,558 Class B shares and 86,574 Class A shares allocated to individual participants under the Plan are voted by the Trustee as directed by such participants to whom such shares are allocated. Any allocated shares as to which voting instructions are not received are voted by the Trustee as directed by the Investment Committee. As of September 30, 1995, 17,016 of the allocated Class B shares and 1,099 of the allocated Class A shares belong to officers and are included in the share totals for all directors and executive officers as a group. (5) Information provided is derived from Amendment No. 3 to a Schedule 13D filed May 1, 1996 with the Securities and Exchange Commission. (6) Nancy Moog Aubrecht, wife of Richard A. Aubrecht, is the beneficial owner of 29,569 Class A shares and 39,658 Class B shares, which are not included. (7) Not included are 200 Class A shares owned by the spouse of Robert T. Brady and 1,000 Class A shares and 3,600 Class B shares owned by such spouse as custodian for their children. (8) Mr. Poth was Vice Chairman of Delaware North Companies, Incorporated from November 1991 until he retired in December 1992, and was its President from February 1, 1989 to October 31, 1991. From July 1983 to December 1987, he was Executive Vice President -- Administration, and from December 1, 1987 to February 1, 1989, he was a business consultant for that company. (9) Does not include (i) 55,900 Class B shares held by the Seneca Foods Corporation, (ii) 99,900 Class A shares, 20,300 and Class B shares held by the Seneca Foods Corporation Employees' Pension Benefit Plan Trust, (iii) 41,521 Class A shares and options to acquire 45,000 Class A shares, or 26,172 Class B shares and options to acquire 20,804 Class B shares, beneficially owned by the directors and executive officers of Seneca, (iv) 89,700 Class A shares beneficially owned by the Seneca Foods Foundation, of which Mr. Wolcott is Chairman and a director, or (v) 50 Class A shares held by Mr. Wolcott's spouse. (10) Includes 298,700 Class A shares and 130,412 Class B shares subject to currently exercisable options. Officers and directors of the Company have entered into an agreement among themselves and with the Company's Savings and Stock Ownership Plan (the "SSOP"), the Employees' Retirement Plan and the Company, which provides that prior to selling Class B shares obtained through exercise of a nonstatutory option, the remaining officers and directors, the SSOP, the Employees' Retirement Plan and the Company have a right of first refusal to purchase the shares being sold. Does not include (i) shares held by spouses, or as custodian or trustee for minors, as to which beneficial interest has been disclaimed, (ii) shares held under the Moog Family Agreement as to Voting described herein, or (iii) shares of Series B Preferred Stock owned by certain officers of the Company. Each share of Series B Preferred Stock, which has one vote per share on matters as to which the class is entitled to vote, is convertible into .086 Class A share. Under an agreement dated October 15, 1988, and amended July 20, 1992, the seven holders of the Series B Preferred Stock appointed as proxies Vice Presidents Richard C. Sherrill and Robert H. Maskrey, who will vote all shares of such stock as determined by a majority of such shares. Moog Family Agreement As to Voting The Moog Family Agreement as to Voting is an agreement among the children, adult grandchildren, son-in-law and daughter-in-law of the late Jane B. Moog (collectively, the "Family Members"). Albert K. Hill, former counsel to the Company, is also a party. The agreement relates to all shares of Class A and Class B Common Stock, presently 177,151 Class A shares and 270,943 Class B shares, owned of record or beneficially by the Family Members. Pursuant to the agreement, each Family Member granted an irrevocable proxy to a committee, which is to cause all such shares to be voted on any matter as determined by any four of the committee members. Richard A. Aubrecht, Constance Moog Silliman, Jeanne M. Moog, Douglas B. Moog, Susan L. Moog and Albert K. Hill currently constitute this committee. Each committee member may appoint a successor from among the Family Members. The agreement restricts the removal of shares from its provisions, the transfer of shares, and the conversion of Class B to Class A shares, and continues in effect until December 31, 2015 unless certain specified contingencies occur prior that date. DESCRIPTION OF BANK CREDIT FACILITY The following summary of certain terms of the Bank Credit Facility does not purport to be complete and is subject to the detailed provisions of, and is qualified in its entirety by reference to, the Credit Agreement, a copy of which has been filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended September 30, 1995 filed with the Securities and Exchange Commission. The Bank Credit Facility is a $165.0 million facility, comprised of (i) a $135.0 million revolving credit facility and (ii) a $30.0 million term loan. The term loan is for a six year period, with quarterly payments commencing in October 1996. The revolving credit facility is for a five year period ending October 1, 2000. Interest accrues on borrowings outstanding under the Bank Credit Facility at the Company's option at either (i) the agent bank's prime lending rate plus a margin (up to 0.50%) that varies depending on the consolidated liabilities to net worth ratio of the Company, or (ii) LIBOR plus a margin that varies from 1.75% to 1.00% depending on the consolidated liabilities to net worth ratio of the Company. As of April 8, 1996, the interest rate on borrowings under the Bank Credit Facility was LIBOR plus 1.75%. To provide protection against interest rate increases, the Company entered into $100 million of interest rate swap arrangements, effectively converting $100 million outstanding under the Bank Credit Facility into fixed rate debt over two years at approximately 8.0%. The Bank Credit Facility is secured by (i) a first priority security interest in the Company's and its domestic subsidiaries' assets and (ii) a pledge of stock of all the Company's domestic and foreign subsidiaries. The Bank Credit Facility contains customary covenants including, among others, restrictions on the incurrence of debt, encumbrances on or sales of assets, transactions with affiliates, dividends, mergers and acquisitions and annual limits on capital expenditures. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Financial Condition and Liquidity." Financial covenants include the maintenance of (i) a consolidated liabilities to net worth ratio not exceeding 420% for any fiscal quarter ending and on or before June 30, 1997, 375% for any fiscal quarter ending after June 30, 1997 and on or before June 30, 1998, and 325% for any fiscal quarter ending thereafter, (ii) a minimum EBITDA, as defined in the Credit Agreement, equal to (A) 250% of the required interest payments on all indebtedness of the Company and its subsidiaries for the fiscal year ending September 30, 1996, and (B) 275% for each fiscal year thereafter, and (iii) the sum of (A) EBITDA for each fiscal year plus (B) the difference between the revolving loan maximum principal amount and the total outstanding revolving loans as of the last day of such fiscal year plus (C) the amount of cash or cash equivalents as of such day, so that such sum is at least 200% of the sum of (W) required principal and interest payments on all indebtedness during such fiscal year (other than principal payments of revolving loans) plus (X) income taxes paid during such fiscal year plus (Y) all capital expenditures during such fiscal year plus (Z) certain distributions made during such fiscal year (the "EBITDA Covenant"). The Bank Credit Facility provides that certain changes in control of the Company or any of its subsidiaries constitute events of default. available.

DESCRIPTION OF THE NEW NOTES

New Notes Versus Old Notes

The ~~Old Notes were,~~new notes are substantially identical to the old notes, except that the transfer restrictions and registration rights relating to the ~~New Notes~~old notes do not apply to the new notes.

The new notes will be issued under an ~~Indenture,~~indenture, dated as of ~~May~~January 10, ~~1996~~2005, between Moog Inc. and JPMorgan Chase Bank, N.A., as trustee (the ~~"Indenture"~~“Trustee”) as supplemented by a first supplemental indenture dated as of September 12, 2005 (such indenture, as supplemented, the “Indenture”), ~~between~~in exchange for old notes issued in a private transaction that was not subject to the ~~Company, as issuer, and Fleet National Bank, as Trustee (the "Trustee"). The following summary of certain provisions~~registration requirements of the ~~Indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions~~Securities Act. The terms of the ~~Indenture, including~~new notes include those stated in the ~~definitions of certain terms therein~~Indenture and those ~~terms~~ made a part ~~thereof~~of the Indenture by reference to the Trust Indenture Act of 1939, as ~~amended. Whenever particular~~amended (the “Trust Indenture Act”). The following summaries of certain provisions of the Indenture and the Registration Rights Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indenture and the Registration Rights Agreement, including the definition in the Indenture and the Registration Rights Agreement of certain terms.

You can find the definitions of certain terms used in this “Description of New Notes” under the caption “— Certain Definitions.” Certain defined terms used in this “Description of New Notes” but not defined below under the “— Certain Definitions” or elsewhere in this “Description of New Notes” have the meanings assigned to them in the Indenture. In this description, the word “Moog” refers only to Moog Inc. and not to any of its subsidiaries.

The Indenture does not limit the aggregate principal amount of notes that may be issued thereunder. We issued $150.0 million principal amount of notes under the Indenture (the “Existing Notes”) on January 10, 2005 and the old notes in an additional $50.0 million principal amount under the Indenture on September 12, 2005.

General

The form and terms of the Indenture not otherwise defined herein are referred to, such defined terms are incorporated herein by reference. For definitions of certain capitalized terms used in the following summary, see "-- Certain Definitions." General The NewExisting Notes are unsecured senior subordinated obligations of the Company, limited to $120 million aggregate principal amount, and will mature on May 1, 2006. Each New Note will initially bear interest at 10% per annum from May 10, 1996 or from the most recent Interest Payment Date to which interest has been paid or provided for, payable semiannually (to Holders of record at the close of business on April 15 or October 15 immediately preceding the Interest Payment Date) on May 1 and November 1 of each year, commencing November 1, 1996. See "-- Registration Rights" for a description of the circumstances under which the interest rate on the Old Notes may be permanently increased by 0.5% per annum. Principal of, premium, if any, and interest on the Notes will be payable, and the ~~Notes may~~new notes to be ~~exchanged or transferred, at the office or agency of the Company~~issued in ~~the Borough of Manhattan, the City of New York (which initially~~this offer will be the ~~corporate trust office~~same in all material respects, except that the Existing Notes were registered under the Securities Act at the time they were issued. The old notes have not been registered under the Securities Act and are subject to transfer restrictions.

The Existing Notes, the old notes and the new notes to be received in the exchange offering will be treated as a single series under the Indenture, including for purposes of determining whether the required percentage of Holders have given their approval or consent to an amendment or waiver or joined in directing the Trustee to take certain actions on behalf of all Holders. However, the new notes will not have the same CUSIP number as the old notes.

The notes that may be issued under the Indenture are not limited in aggregate principal amount. Additional senior subordinated notes (the “Additional Notes”) may be issued under the Indenture. Any offering of Additional Notes is subject to the covenant described in this prospectus under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The new notes offered hereby, the Existing Notes, the old notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. When we use the term “notes” in this “Description of the ~~Trustee); provided that, at~~New Notes,” the ~~option~~term includes the new notes, the Existing Notes, the old notes.

The new notes:


	•	will be Moog’s general unsecured obligations;

	•	will be subordinated in right of payment to all of Moog’s existing and future Senior Debt, including the Indebtedness under the Credit Agreement;


	•	will bepari passuin right of payment with any of Moog’s future senior subordinated Indebtedness;

	•	will be senior in right of payment to any of Moog’s future subordinated Indebtedness; and

	•	will be effectively subordinated to any existing and future Indebtedness and other liabilities of Moog’s Subsidiaries.

As of the ~~Company, payment~~Issue Date, all of ~~interest may~~Moog’s subsidiaries will be ~~made by check mailed~~Restricted Subsidiaries. However, under the circumstances described in this prospectus under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” Moog will be permitted to ~~the address~~designate certain of its subsidiaries as Unrestricted Subsidiaries. Any Unrestricted Subsidiaries will not be subject to any of the ~~Holders as such address appears~~restrictive covenants in the ~~Security Register.~~Indenture.

Maturity and Interest

The ~~Notes are issuable only~~new notes will be issued in fully registered form, without coupons, in denominations of $1,000 ofin principal amount and ~~any~~ integral ~~multiple~~multiples thereof. ~~See "-- Book-Entry; Delivery~~The new notes will mature on January 15, 2015.

Interest on the new notes will accrue at the rate of 6.25% per annum and ~~Form." No service charge~~ will be payable semi-annually in arrears on January 15 and July 15. Moog will make each interest payment to the Holders of record on the immediately preceding January 1 and July 1. Any Additional Interest due on the old notes will be paid on the same dates as interest on the new notes. See the discussion in this prospectus under the caption “— Registration Rights; Additional Interest.”

Interest on the new notes will accrue from July 15, 2005 or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments of Principal and Interest

The Indenture will require that payments in respect of the new notes (including principal, premium and interest) held of record by DTC be made in same-day funds. Payments in respect of new notes held of record by holders other than DTC may, at the option of Moog, be made by check and mailed to such holders of record as shown on the register for ~~any registration of~~the new notes. However, if a Holder has given wire transfer instructions to Moog, Moog will pay all principal, interest and premium on that Holder’s new notes in accordance with those instructions.

Transfer and Exchange

A holder may transfer or exchange ~~of Notes, but~~ the ~~Company~~notes in accordance with the Indenture. The Registrar and the Trustee may require ~~payment~~a Holder, among other things, to furnish appropriate endorsements and transfer documents and Moog may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Moog is not required to transfer or exchange any note selected for redemption. Also, Moog is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

The registered Holder of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. Old Notes that remain outstanding after the consummation of the Exchange Offer and New Notes issued in connection with the Exchange Offernote will be treated as ~~a single class~~the owner of ~~securities~~it for all purposes.

Subordination

The payment of principal, interest and premium on the new notes will be subordinated to the prior payment in full in cash or Cash Equivalents of all Senior Debt of Moog, including Senior Debt of Moog incurred after the Issue Date.

The holders of Senior Debt of Moog will be entitled to receive payment in full of all Obligations due in respect of Senior Debt of Moog (including interest after the commencement of any bankruptcy proceeding at the rate specified for the applicable Senior Debt of Moog) before the Holders of notes will be entitled to receive any payment with respect to the notes (except that Holders of notes may receive and

retain Permitted Junior Securities and payments made from the trust described in this prospectus under the ~~Indenture.~~ caption “— Legal Defeasance and Covenant Defeasance”), in the event of any distribution to creditors of Moog in connection with:


	(1)	any liquidation, dissolution or winding up of Moog;

	(2)	any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Moog or its property;

	(3)	any assignment by Moog for the benefit of creditors; or

	(4)	any marshaling of Moog’s assets and liabilities.

Moog also may not make any payment in respect of the notes (except in Permitted Junior Securities or from the trust described in this prospectus under the caption “— Legal Defeasance and Covenant Defeasance”) if:


	(1)	a payment default on Designated Senior Debt of Moog occurs and is continuing beyond any applicable grace period; or

	(2)	any other default occurs and is continuing on any series of Designated Senior Debt of Moog that permits holders of that series of Designated Senior Debt of Moog to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the holders of such Designated Senior Debt (a “nonpayment default”).

Payments on the notes may and shall be resumed:


	(1)	in the case of a payment default on Designated Senior Debt of Moog, upon the date on which such default is cured or waived; and

	(2)	in case of a nonpayment default on Designated Senior Debt of Moog, the earlier of (x) the date on which such default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received and (z) the date the Trustee receives notice from the representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of such Designated Senior Debt of Moog has been accelerated.

No new Payment Blockage Notice may be delivered unless and until:


	(1)	360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

	(2)	all scheduled payments of principal, interest and premium and Additional Interest, if any, on the notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

If the Trustee or any Holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described below under the caption “— Legal Defeasance and Covenant Defeasance”) when:


	(1)	the payment is prohibited by these subordination provisions; and

	(2)	the Trustee or the Holder has actual knowledge that the payment is prohibited (providedthat such actual knowledge shall not be required in the case of any payment default on Designated Senior Debt of Moog),

the Trustee or the Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of Moog. Upon the proper written request of the holders of Senior Debt of Moog, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt or their proper representative.

Moog must promptly notify holders of its Senior Debt if payment of the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Moog, Holders of the notes may recover less ratably than creditors of Moog who are holders of Senior Debt of Moog.

“Designated Senior Debt” means:


	(1)	any Indebtedness outstanding under the Credit Agreement; and

	(2)	after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted under the Indenture the principal amount of which is $50.0 million or more and that has been designated by Moog as “Designated Senior Debt.”

“Permitted Junior Securities“ means:


	(1)	Equity Interests in Moog or any other business entity provided for by a plan of reorganization; and

	(2)	debt securities of Moog or any other business entity provided for by a plan of reorganization that are subordinated to all Senior Debt and to any debt securities issued in exchange for Senior Debt to the same extent as, or to a greater extent than, the notes are subordinated to Senior Debt under the Indenture.

“Senior Debt” means:


	(1)	all Indebtedness of Moog or any Guarantor outstanding under the Credit Agreement and all Hedging Obligations with respect thereto, whether outstanding on the Issue Date or incurred thereafter;

	(2)	any other Indebtedness of Moog or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or the relevant Note Guarantee, respectively;

	(3)	all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law); and

	(4)	Indebtedness of Moog pursuant to the Supplemental Plan.

Notwithstanding anything to the contrary in the preceding paragraph, Senior Debt will not include:


	(1)	any liability for federal, state, local or other taxes owed or owing by Moog or any Guarantor;

	(2)	any Indebtedness of Moog or any Guarantor to any of its Subsidiaries or other Affiliates;

	(3)	any trade payables;

	(4)	the portion of any Indebtedness that is incurred in violation of the Indenture;

	(5)	any Indebtedness of Moog or any Guarantor that, when incurred, was without recourse to Moog or such Guarantor;

	(6)	any repurchase, redemption or other obligation in respect of Disqualified Stock; or

	(7)	any Indebtedness owed to any employee of Moog or any of its Subsidiaries (other than pursuant to the Supplemental Plan, except to the extent exceeding $20.0 million).

Optional Redemption ~~The Notes are redeemable, at the Company's option, in whole or in part, at~~

At any time ~~or from time to time, on or after May 1,~~ ~~2001 and~~ prior to ~~maturity,~~January 15, 2008, Moog may redeem up to 35% of the aggregate principal amount of notes (including any Additional Notes) at a redemption price of 106.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, with the net cash proceeds of one or more Equity Offerings;provided that:


	(1)	at least 65% of the aggregate principal amount of notes (including any Additional Notes) originally issued remains outstanding immediately after the occurrence of such redemption (excluding notes held by Moog or its Subsidiaries); and

	(2)	the redemption must occur within 120 days of the date of the closing of such Equity Offering.

At any time prior to January 15, 2010, Moog may redeem all or part of the notes upon not less than 30 nor more than 60 ~~days'~~days’ prior notice ~~mailed by first class mail~~at a redemption price equal to ~~each Holder's last address~~the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as ~~it appears in~~of the ~~Security Register,~~date of redemption,plus(iii) accrued and unpaid interest and Additional Interest, if any, to the date of redemption. Except pursuant to this paragraph and the preceding paragraph, the notes will not be redeemable at Moog’s option prior to January 15, 2010.

On or after January 15, 2010, Moog may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the ~~following Redemption Prices~~redemption prices (expressed inas percentages of principal amount), set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the ~~Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date),~~applicable redemption date, if redeemed during the ~~12-month~~twelve-month period ~~commencing May 1~~beginning on January 15 of the years ~~set forth~~indicated below: Redemption Year Price 2001 105.000% 2002 102.500 2003 and thereafter 100.000 In the case of any partial redemption, selection


Year	Percentage

2010		103.125%
2011		102.083%
2012		101.042%
2013 and thereafter		100.000%

If less than all of the ~~Notes~~notes are to be redeemed at any time, the Trustee will select notes for redemption ~~will be made by the Trustee~~as follows:


	(1)	if the notes are listed, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

	(2)	if the notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem appropriate.

No notes of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate; provided that no Note of $1,000 ~~in principal amount~~ or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any ~~Note~~note is to be redeemed in part only, the notice of redemption ~~relating~~that relates to ~~such Note~~that note shall state the portion of the principal amount thereof to be redeemed. A ~~new Note~~replacement note in principal amount equal to the unredeemed portion ~~thereof~~of the original note will be issued in the name of the Holder thereof upon cancellation of the original ~~Note. Sinking Fund There are no~~note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption

Moog is not required to make mandatory redemption or sinking fund payments for the Notes. Registration Rights The Company has agreed with the Placement Agent, for the benefit of the Holders, that the Company will use its best efforts, at its cost, to file and cause to become effective a registration statement with respect to a registered offer (the "Exchange Offer") to exchange the Notes for an issue of senior subordinated notes of the Company (the "Exchange Notes") with terms identical to the Notes (except that the Exchange Notes will not bear legends restricting the transfer thereof). Upon such registration statement being declared effective, the Company shall offer the Exchange Notes in return for surrender of the Notes. Such offer shall remain open for not less than 20 business days after the date notice of the Exchange Offer is mailed to Holders. For each Note surrendered to the Company under the Exchange Offer, the Holder will receive an Exchange Note of equal principal amount. Interest on each Exchange Note shall accrue from the last Interest Payment Date on which interest was paid on the Notes so surrendered or, if no interest has been paid on such Notes, from the Closing Date. In the event that applicable interpretations of the staff of the Securities and Exchange Commission (the "Commission") do not permit the Company to effect the Exchange Offer, or under certain other circumstances, the Company shall, at its cost, use its best efforts to cause to become effective a shelf registration statement (the "Shelf Registration Statement") with respect to resales of the Notes and to keep such registration statement effective until three years after the Closing Date. The Company shall, in the event of such a shelf registration, provide to each Holder copies of the prospectus, notify each Holder when the Shelf Registration Statement for the Notes has become effective and take certain other actions as are required to permit resales of the Notes. A Holder that sells its Notes pursuant to the Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification obligations). In the event that the Exchange Offer is not consummated, or a Shelf Registration Statement is not declared effective, on or prior to the date that is six months after the Closing Date, then, from and after the date that is six months after the Closing Date, the annual interest rate borne by the Notes shall be permanently increased by 0.5% per annum over the rate shown on the cover page of this prospectus. If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer 20 business days after the commencement thereof, provided that it has accepted all Notes theretofore validly surrendered in accordance with the terms of the Exchange Offer. Notes not tendered in the Exchange Offer shall bear interest at the rate set forth on the cover page of this prospectus and be subject to all of the terms and conditions specified in the Indenture and to the transfer restrictions described in each such Note. This summary of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, a copy of which is available from the Company upon request. Ranking The Notes will be unsecured, general obligations of the Company, subordinated in right of payment to all existing and future Senior Indebtedness of the Company, pari passu in right of payment with any future senior subordinated indebtedness of the Company and senior in right of payment to any existing or future subordinated indebtedness of the Company. In addition, all existing and future liabilities (including Trade Payables) of the Company's subsidiaries will be effectively senior to the Notes. After giving pro forma effect to the Recapitalization and the application of the proceeds thereof, as of March 31, 1996, the Company (excluding its Subsidiaries as defined herein) would have had approximately $188.7 million of Indebtedness outstanding, $68.7 million of which would have been Senior Indebtedness and the Company's Subsidiaries would have had approximately $64.4 million of liabilities, including $22.6 million of Indebtedness all of which would have been effectively senior to the Notes. See "Risk Factors -- Leverage," "-- Ranking of the Notes," and "Capitalization." Notwithstanding the foregoing, payment from the money or the proceeds of U.S. Government Obligations held in any defeasance trust described under "Defeasance" below will not be contractually subordinated in right of payment to any Senior Indebtedness or subject to the restrictions described herein. Upon any payment or distribution of assets or securities of the Company, of any kind or character, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Indebtedness (including any interest accruing subsequent to an event of bankruptcy, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by the Company on account of Senior Subordinated Obligations, or any payment to acquire any of the Notes for cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Senior Subordinated Obligations in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of the Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. No direct or indirect payment by or on behalf of the Company of Senior Subordinated Obligations, whether pursuant to the terms of the Notes or upon acceleration or otherwise, shall be made if,notes.

Repurchase at the ~~time~~Option of ~~such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness, and such default shall not have been cured or~~ waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any other event of default with respect to (i) the Credit Agreement pursuant to which the maturity of the Company's Indebtedness thereunder may be accelerated and (a) upon receipt by the Trustee of written notice from the Agent or (b) if such event of default under the Credit Agreement results from the acceleration of the Notes orHolders


	*Change of Control*

If a Change of Control ~~from and after~~occurs, each Holder of notes will have the ~~date~~right to require Moog to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of ~~such acceleration, no payment~~that Holder’s notes pursuant to an offer (a “Change of ~~Senior Subordinated Obligations may be made by or~~Control Offer”) on ~~behalf~~the terms set forth in the Indenture. In the Change of Control Offer, Moog will offer to repurchase the notes at a price (the “Change of Control Payment”) in cash equal to 101% of the Company upon or in respect of the Notes for a period (a "Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or the date of such acceleration and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the Agent or by repayment in full in cash or cash equivalents of such Senior Indebtedness or such event of default has been cured or waived) or (ii) any other Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such other Designated Senior Indebtedness (or the holders of at least a majority inaggregate principal amount of such other Designated Senior Indebtedness then outstanding), no payment of Senior Subordinated Obligations may be made by or on behalf of the Company upon or in respect of the Notes for a Payment Blockage Period commencing on the date of receipt of such noticenotes repurchased, plus accrued and ending 119 days thereafter (unless, in each case, such Payment Blockage Period shall be terminated by written notice to the Trustee from such trustee of, or other representatives for, such holders or by repayment in full in cash or cash equivalents of such Designated Senior Indebtedness or such event of default has been cured or waived). Notwithstanding anything in the Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent event or condition that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for, or the holders of, such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. By reason of the subordination provisions described above, in the event of bankruptcy, liquidation, insolvency or similar events, creditors of the Company who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than Holders of the Notes. To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. Certain Definitions Set forth below is a summary of certain of the defined terms used in the covenants and other provisions of the Indenture. Reference is made to the Indenture for the full definition of all terms as well as any other capitalized term used herein for which no definition is provided. "Adjusted Consolidated Net Income" means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period determined in conformity with GAAP; provided that the following items shall be excluded in computing Adjusted Consolidated Net Income (without duplication): (i) the net income of any Person (other than net income attributable to a Restricted Subsidiary) in which any Person (other than the Company or any of its Restricted Subsidiaries) has an ownershipunpaid interest and the net income of any Unrestricted Subsidiary, except, in each case, to the extent of the amount of dividends or other distributions actually paid to the Company or any of its Restricted Subsidiaries by such other Person or such Unrestricted Subsidiary during such period; (ii) solely for the purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (C) of the first paragraph of the "Limitation on Restricted Payments" covenant described below (and in such case, except to the extent includable pursuant to clause (i) above), the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or all or substantially all of the property and assets of such Person are acquired by the Company or any of its Restricted Subsidiaries; (iii) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary; (iv) any gains or losses (on an after-tax basis) attributable to Asset Sales; (v) except for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (C) of the first paragraph of the "Limitation on Restricted Payments" covenant described below, any amount paid or accrued as dividends on Preferred Stock of the Company or any Restricted Subsidiary owned by Persons other than the Company and any of its Restricted Subsidiaries; and (vi) all extraordinary gains and extraordinary losses. "Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Agent" means the agent or agents, as the case may be, for the lenders from time to time party to the Credit Agreement. "Asset Acquisition" means (i) an investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Company or any of its Restricted Subsidiaries; provided that such Person's primary business is related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries on the date of such investment or (ii) an acquisition by the Company or any of its Restricted Subsidiaries of the property and assets of any Person other than the Company or any of its Restricted Subsidiaries that constitute substantially all of a division or line of business of such Person; provided that the property and assets acquired are related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries on the date of such acquisition. "Asset Disposition" means the sale or other disposition by the Company or any of its Restricted Subsidiaries (other than to the Company or another Restricted Subsidiary) of (i) all or substantially all of the Capital Stock of any Restricted Subsidiary of the Company or (ii) all or substantially all of the assets that constitute a division or line of business of the Company or any of its Restricted Subsidiaries. "Asset Sale" means any sale, transfer or other disposition (including by way of merger, consolidation or sale-leaseback transaction) in one transaction or a series of related transactions by the Company or any of its Restricted Subsidiaries to any Person other than the Company or any of its Restricted Subsidiaries of (i) all or any of the Capital Stock of any Restricted Subsidiary, (ii) all or substantially all of the property and assets of an operating unit or business of the Company or any of its Restricted Subsidiaries or (iii) any other property and assets of the Company or any of its Restricted Subsidiaries outside the ordinary course of business of the Company or such Restricted Subsidiary and, in each case, that is not governed by the provisions of the Indenture applicable to mergers, consolidations and sales of assets of the Company; provided that "Asset Sale" shall not include sales or other dispositions of inventory, receivables and other current assets. "Average Life" means, at any date of determination with respect to any debt security, the quotient obtained by dividing (i) the sum of the products of (a) the number of years from such date of determination to the dates of each successive scheduled principal payment of such debt security and (b) the amount of such principal payment by (ii) the sum of all such principal payments. "Capital Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether now outstanding or issued after the Closing Date, including, without limitation, all Common Stock and Preferred Stock. "Capitalized Lease" means, as applied to any Person, any lease of any property (whether real, personal or mixed) of which the discounted present value of the rental obligations of such Person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person; and "Capitalized Lease Obligations" means the discounted present value of the rental obligations under such lease. "Change of Control" means such time as (i) a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Existing Stockholders, becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of Voting Stock representing more than 35% of the total voting power of the total Voting Stock of the Company on a fully diluted basis, and such ownership is greater than the total voting power of the Voting Stock of the Company held by the Existing Stockholders and their Affiliates; or (ii) individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office. "Closing Date" means the date on which the Notes are originally issued under the Indenture. "Consolidated EBITDA" means, for any period, the sum of the amounts for such period of (i) Adjusted Consolidated Net Income, ~~(ii) Consolidated~~Additional Interest, Expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income, (iii) income taxes, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income (other than income taxes (either positive or negative) attributable to extraordinary and non-recurring gains or losses or sales of assets), (iv) depreciation expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income, (v) amortization expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income, and (vi) all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is, or is required by GAAP to be, made), less all non- cash items increasing Adjusted Consolidated Net Income, all as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP; provided that, if any, Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the Adjusted Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (B) the quotient of (1) the number of shares of outstanding Common Stock of such Restricted Subsidiary not owned on the last day of such period by the Company or any of its Restricted Subsidiaries divided by (2) the total number of shares of outstanding Common Stock of such Restricted Subsidiary on the last day of such period. "Consolidated Interest Expense" means, for any period (without duplication), the aggregate amount of interest in respect of Indebtedness (including amortization of original issue discount on any Indebtedness and the interest portion of any deferred payment obligation, calculated in accordance with the effective interest method of accounting; all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers' acceptance financings and other financings; the net costs associated with Interest Rate Agreements; interest in respect of Indebtedness that is Guaranteed or secured by the Company or any of its Restricted Subsidiaries; interest in respect of Indebtedness consisting of the Company's obligations under the Supplemental Plan which, for any period, shall be computed at a rate per annum equal to the weighted average of the rates of interest borne by all other Indebtedness of the Company and its Restricted Subsidiaries for such period); and the interest component of capitalized lease obligations paid, accrued or scheduled to be paid or to be accrued by the Company and its Restricted Subsidiaries during such period; excluding, however, (i) any amount of such interest of any Restricted Subsidiary if the net income of such Restricted Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the definition thereof), (ii) any amount of such interest expense of any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary if the Adjusted Consolidated Net Income of such Restricted Subsidiary is excluded in the calculation of Consolidated EBITDA pursuant to the proviso at the end of the definition thereof (but only in the same proportion as the Adjusted Consolidated Net Income of such Restricted Subsidiary is excluded from the calculation of Consolidated EBITDA pursuant to the proviso at the end of the definition thereof) and (iii) any premiums, fees and expenses (and any amortization thereof) payable in connection with the Recapitalization, all as determined on a consolidated basis (without taking into account Unrestricted Subsidiaries) in conformity with GAAP. "Consolidated Net Worth" means, at any date of determination, stockholders' equity as set forth on the most recently available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries (which shall be as of a date not more than 90 days priorthereon to the date of ~~such computation, and which shall not take into account Unrestricted Subsidiaries), less~~purchase (the “Change of Control Payment Date”). Within 30 days following any ~~amounts attributable to Redeemable Stock or any equity security convertible into or exchangeable for Indebtedness, the cost~~Change of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of the Company or any of its Restricted Subsidiaries, each item to be determined in conformity with GAAP (excluding the effects of foreign currency exchange adjustments under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 52). "Credit Agreement" means the credit agreement dated June 15, 1994, as amended as of November 14, 1995 and March 22, 1996, among the Company, the lenders named therein, and Marine Midland Bank, as Agent, together with all other agreements, instruments and documents executed or delivered pursuant thereto or in connection therewith, as such credit agreement, other agreements, instruments or documents may be amended, supplemented, extended, renewed, replaced or otherwise modified from time to time by one or more other agreements, instruments and documents entered into with such Persons and/or other Persons; provided, that a particular agreement (together with its related agreements, instruments and documents) shall constitute all or a portion of the Bank Credit Agreement under the Indenture only ifControl, Moog will mail a notice to that effect is delivered by the Company to the Trustee. "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default. "Designated Senior Indebtedness" means (i) Indebtedness and all other monetary obligations (including expenses, fees and other money obligations) under the Credit Agreement and (ii) any other Indebtedness constituting Senior Indebtedness that, at any date of determination, has an aggregate principal amount outstanding of at least $25 million and is specifically designated by the Company in the instrument creating or evidencing such Senior Indebtedness as "Designated Senior Indebtedness." "Existing Stockholders" means (i) the Persons from time to time parties to the Moog Family Agreement as to Voting dated September 1982, as amended February 26, 1988, (ii) the Moog Inc. Retirement Plan Trust and (iii) the Moog Inc. Savings and Stock Ownership Plan Trust. "Fair Market Value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by (i) senior management of the Company if the aggregate amount ofeach Holder describing the transaction ~~with respect~~or transactions that constitute the Change of Control and offering to ~~which Fair Market Value is being determined does not exceed $10.0 million in value or (ii)~~repurchase notes on the ~~Board~~Change of Directors, whose determination shall be conclusive and evidenced by a Board Resolution, if the aggregate amount of the transaction with respect to which Fair Market Value is being determined exceeds $10.0 million in value. "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the ClosingControl Payment Date including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board orspecified in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis, except that calculations made for purposes of determining compliance with the terms of the covenants and with other provisions of the Indenture shall be made without giving effect to (i) the amortization of any expenses incurred in connection with the offering of the Notes and (ii) except as otherwise provided, the amortization of any amounts required or permitted by Accounting Principles Board Opinion Nos. 16 and 17. "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Incur" means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness, including an "Incurrence" of Indebtedness by reason of a Person becoming a Restricted Subsidiary of the Company; provided that neither the accrual of interest nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness. "Indebtedness" means, with respect to any Person at any date of determination (without duplication), (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto) other than with respect to the Company and its Restricted Subsidiaries letters of credit issued in the ordinary course of business and not exceeding $8 million outstanding at any time, (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services,notice, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables, (v) all obligations of such Person as lessee under Capitalized Leases, (vi) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, (vii) all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person, (viii) to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest Rate Agreements, and (ix) with respect to the Company, all obligations pursuant to the Supplemental Plan. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided (A) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness and (B) that Indebtedness shall not include any liability for federal, state, local or other taxes. "Interest Coverage Ratio" means, on any Transaction Date, the ratio of (i) the aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters prior to such Transaction Date for which reports have been filed with the Commission pursuant to the "Commission Reports and Reports to Holders" covenant (the "Four Quarter Period") to (ii) the aggregate Consolidated Interest Expense during such Four Quarter Period. In making the foregoing calculation, (A) pro forma effect shall be given to any Indebtedness Incurred or repaid during the period (the "Reference Period") commencing on the first day of the Four Quarter Period and ending on the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement to the extent of the commitment thereunder (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarter Period adjusted, however, to give pro forma effect to (x) repayments resulting from the reduction in such commitment or Indebtedness Incurred in excess of such commitment, in each case after the end of such Four Quarter Period and on or before the Transaction Date, and (y) Indebtedness projected, in the reasonable judgment of the senior management of the Company, to remain outstanding for a period in excess of 12 months from the date of the Incurrence thereof), in each case as if such Indebtedness had been Incurred or repaid the first day of such Reference Period; (B) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire Reference Period; (C) pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and (D) pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Company or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period; provided that to the extent that clause (C) or (D) of this sentence requires that pro forma effect be given to an asset acquisition or asset disposition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available ; and provided further that to the extent that clause (C) or (D) of this sentence requires that pro forma effect be given to an asset acquisition, such pro forma calculation shall exclude any expense (net of any expense increase) which, in the good faith estimate of management, will (in accordance with GAAP and the rules, regulations and guidelines of the Commission) be eliminated as a result of such acquisition. "Investment" in any person means any direct or indirect advance, loan or other extension of credit (including, without limitation, by way of Guarantee or similar arrangement; but excluding advances to customers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable on the balance sheet of the Company or its Restricted Subsidiaries) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, bonds, notes, debentures or other similar instruments issued by, such Person and shall include (i) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii) the Fair Market Value of the Capital Stock (or any other Investment) held by the Company or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary. For purposes of the definition of "Unrestricted Subsidiary" and the "Limitation on Restricted Payments" covenant described below, (i) "Investment" shall include the Fair Market Value of the assets (net of liabilities (other than liabilities to the Company or any of its Restricted Subsidiaries)) of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary, (ii) the Fair Market Value of the assets (net of liabilities (other than liabilities to the Company or any of its Restricted Subsidiaries)) of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary shall be considered a reduction in outstanding Investments and (iii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller or any agreement to give any security interest). "Moody's" means Moody's Investors Service, Inc. and its successors. "Net Cash Proceeds" means, (a) with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents (except to the extent such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of (i) brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale, (ii) provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of the Company and its Restricted Subsidiaries, taken as a whole, (iii) payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (A) is secured by a Lien on the property or assets sold or (B) is required to be paid as a result of such sale and (iv) appropriate amounts to be provided by the Company or any Restricted Subsidiary of the Company as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP and (b) with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents (except to the extent such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary of the Company) and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. "Offer to Purchase" means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating: (i) the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days ~~nor~~and no later than 60 days from the date such notice is mailed) (the "Payment Date"); (iii) that any Note not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults in the payment of the purchase price, any Note accepted for paymentmailed, pursuant to the ~~Offer to Purchase shall cease to accrue interest on~~procedures required by the Indenture and ~~after the Payment Date; (v) that Holders electing to have a Note purchased pursuant to the Offer to Purchase~~described in such notice. Moog will ~~be required to surrender the Note, together~~comply with the ~~form entitled "Option~~requirements of the Holder to Elect Purchase" on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. On the Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted for payment an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. The Company will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, Moog will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, Moog will, to the extent lawful:


	(1)	accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

	(2)	deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

	(3)	deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions thereof being purchased by Moog.

The Paying Agent will promptly mail or wire transfer to each Holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a replacement note equal in principal amount to any unpurchased portion of the notes surrendered, if any;providedthat each such new note will be in a principal amount of $1,000 or an integral multiple thereof.

Prior to repurchasing any notes pursuant to the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, Moog will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant. Moog will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Credit Agreement currently restricts Moog’s right to purchase the notes and also provides that certain change of control events with respect to Moog would constitute, or may result in, a default under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Debt to which Moog becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when Moog is prohibited from purchasing the notes, Moog could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Moog does not obtain such consent or repay such borrowings, Moog will remain prohibited from purchasing the ~~Company is~~notes. In such case, Moog’s failure to purchase tendered notes would constitute an Event of Default under the Indenture, which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of notes.

The provisions described above that require Moog to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the notes to require that Moog repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction. Moog will not be required to ~~repurchase Notes pursuant to an~~make a Change of Control Offer ~~to Purchase. "Permitted Investment" means (i) an Investment~~upon a Change of Control if a third party makes the Change of Control Offer in the ~~Company~~manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Moog and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or ~~a Restricted Subsidiary~~indirect sale, lease, transfer, conveyance or ~~a Person which will, upon the making~~other disposition of ~~such Investment, become a Restricted Subsidiary or be merged or consolidated with or into or transfer or convey all~~“all or substantially ~~all its assets to, the Company or a Restricted Subsidiary; provided that such person's primary business is related, ancillary or complementary to the businesses~~all” of the ~~Company~~properties or assets of Moog and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require Moog to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Moog and its Restricted Subsidiaries ~~on the date of such Investment; (ii)~~taken as a ~~Temporary Cash Investment; (iii) payroll, travel and similar advances~~whole to ~~cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP; (iv) loans~~another Person or advances to employees made in the ordinary course of business in accordance with past practice of the Company or its Restricted Subsidiaries and that do not in the aggregate exceed $2 million at any time outstanding; and (v) stock, obligations or securities received in satisfaction of judgments or in settlements. "Redeemable Stock" means any class or series of Capital Stock of any Person that by its terms or otherwise is (i) required to be redeemed prior to the Stated Maturity of the Notes, (ii) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the Stated Maturity of the Notes or (iii) convertible into or exchangeable for Capital Stock referred to in clause (i) or (ii) above or Indebtedness having a scheduled maturity prior to the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Redeemable Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to the Stated Maturity of the Notes shall not constitute Redeemable Stock if the "asset sale" or "change of control" provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in the "Limitation on Asset Sales" and "Repurchase of Notes Upon a Change of Control" covenants described below and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Company's repurchase of such Notes as are required to be repurchased pursuant to the "Limitation on Asset Sales" and "Repurchase of Notes Upon a Change of Control" covenants described below. "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary. "Senior Indebtedness" means the following obligations of the Company, whether outstanding on the Closing Date or thereafter Incurred: (i) all Indebtedness and all other monetary obligations (including, without limitation, expenses, fees, claims, indemnifications, reimbursements, liabilities and other monetary obligations) of the Company under the Credit Agreement , (ii) Indebtedness of the Company pursuant to the Supplemental Plan, and (iii) all other Indebtedness of the Company (other than the Notes), including principal and interest on such Indebtedness, unless such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued is pari passu with, or subordinated in right of payment to, the Notes; provided that the term "Senior Indebtedness" shall not include (a) any Indebtedness of the Company that, when Incurred and without respect to any election under Section 1111(b) of the United States Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of its Subsidiaries or to a joint venture in which the Company has an interest, (c) any Indebtedness of the Company not permitted by the Indenture, (d) any repurchase, redemption or other obligation in respect of Redeemable Stock, (e) any Indebtedness of the Company to any employee, officer or director of the Company or any of its Subsidiaries, (f) any liability for federal, state, local or other taxes owed or owing by the Company, (g) any Trade Payables of the Company or (h) any Indebtedness of the Company described in clause (ii) of this definition to the extent such Indebtedness exceeds $10 million. Senior Indebtedness will also include interest accruing subsequent to events of bankruptcy of the Company and its Subsidiaries at the rate provided for in the document governing such Senior Indebtedness, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under federal bankruptcy law or similar laws relating to insolvency. "Senior Subordinated Obligations" means any principal of, premium, if any, or interest on the Notes payable pursuant to the terms of the Notes or upon acceleration, including any amounts received upon the exercise of rights of rescission or other rights of action (including claims for damages) or otherwise, to the extent relating to the purchase price of the Notes or amounts corresponding to such principal, premium, if any, or interest on the Notes. "S&P" means Standard and Poor's Ratings Group and its successors. "Stated Maturity" means, (i) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (ii) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable. "Subsidiary" means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person. "Supplemental Plan" means, collectively, the Moog Inc. Supplemental Retirement Plan and the Moog Inc. Supplemental Retirement Plan Trust, in each case, as in effect on the Closing Date or asgroup may be amended from time to time with the approval of a majority of the disinterested members of the Board of Directors. "Temporary Cash Investment" means any of the following: (i) direct obligations of the United States of America or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America or any agency thereof, (ii) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof, Taiwan or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated "A" (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor, (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America, any state thereof, Taiwan or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P, and (v) securities with maturities of two years or less from the date of acquisition issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least "A" by S&P or Moody's. "Trade Payables" means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services. "Transaction Date" means, with respect to the Incurrence of any Indebtedness by the Company or any of its Restricted Subsidiaries, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made. "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary; provided that (A) any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an "Incurrence" of such Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation; (B) either (I) the Subsidiary to be so designated has total assets of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the "Limitation on Restricted Payments" covenant described below and (C) if applicable, the Incurrence of Indebtedness referred to in clause (A) of this proviso would be permitted under the "Limitation on Indebtedness" covenant described below. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation (x) the Company could Incur $1.00 of additional Indebtedness under the first paragraph of the "Limitation on Indebtedness" covenant described below and (y) no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions. "Voting Stock" means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person. "Wholly Owned" means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director's qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person. Covenants Limitation on Indebtedness (a) The Companyuncertain.


	*Asset Sales*

Moog will not, and will not permit any of its Restricted Subsidiaries to, ~~Incur~~consummate an Asset Sale unless:


	(1)	Moog (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

	(2)	such fair market value is determined in good faith by Moog’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and

	(3)	at least 75% of the consideration therefor received by Moog or such Restricted Subsidiary is in the form of cash or Replacement Assets or a combination of both. For purposes of this provision, each of the following shall be deemed to be cash:


	(a)	any liabilities (as shown on Moog’s or such Restricted Subsidiary’s most recent balance sheet) of Moog or such Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its termspari passuwith or subordinated to the notes or any Note Guarantee and liabilities to the extent owed to Moog or any Affiliate of Moog) that are assumed by the transferee of any such assets pursuant to a customary written novation agreement that releases Moog or such Restricted Subsidiary from further liability;

	(b)	any securities, notes or other obligations received by Moog or any such Restricted Subsidiary from such transferee that are (subject to ordinary settlement periods) converted by Moog or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 60 days after such Asset Sale; and

	(c)	any Designated Non-cash Consideration received by Moog or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received since the Issue Date pursuant to this clause (c) that is at that time outstanding, not to exceed $25.0 million (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Moog may apply such Net Proceeds at its option:


	(1)	to repay Senior Debt of Moog or any Guarantor or Indebtedness of any other Restricted Subsidiary and, if such Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or

	(2)	to purchase Replacement Assets or make a capital expenditure in, or that is used or useful in, a Permitted Business.

Pending the final application of any such Net Proceeds, Moog may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” Within 10 days after the aggregate amount of Excess Proceeds exceeds $25.0 million, Moog will make an offer (an “Asset Sale Offer”) to all Holders of notes, and to all holders of other Indebtedness ~~(other than~~that ispari passuwith the ~~Notes~~notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of notes and such otherpari passuIndebtedness ~~existing~~that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the notes and such otherpari passuIndebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Moog may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and such otherpari passuIndebtedness tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the notes and such otherpari passuIndebtedness shall be purchased on a pro rata basis based on the ~~Closing Date); provided~~principal amount of notes and such otherpari passuIndebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Moog will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the ~~Company~~provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, Moog will comply with the applicable securities laws and ~~any Restricted Subsidiary (to the extent permitted~~regulations and will not be deemed to have breached its obligations under the ~~"Limitation on~~Asset Sale provisions of the ~~Issuance~~Indenture by virtue of ~~Capital Stock~~such compliance.

The Credit Agreement currently restricts Moog’s right to purchase the notes and ~~Indebtedness~~also provides that certain asset sale events with respect to Moog would constitute a default under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Debt to which Moog becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when Moog is prohibited from purchasing the notes, Moog could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Moog does not obtain such consent or repay such borrowings, Moog will remain prohibited from purchasing the notes. In such case, Moog’s failure to purchase tendered notes would constitute an Event of Default under the Indenture, which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of notes.

Certain Covenants


	*Restricted Payments*

(A) Moog will not, and will not permit any of its Restricted ~~Subsidiaries" covenant below) may Incur Indebtedness if,~~Subsidiaries to, directly or indirectly:


	(i)	declare or pay any dividend or make any other payment or distribution on account of Moog’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Moog or any of its

Restricted Subsidiaries) or to the direct or indirect holders of Moog’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of Moog or to Moog or a Restricted Subsidiary of Moog);


	(ii)	purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Moog) any Equity Interests of Moog or any Guarantor held by Persons other than Moog or any of its Restricted Subsidiaries;


	(iii)	make any voluntary payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes or any Note Guarantee; or


	(iv)	make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to ~~the Incurrence of~~ such ~~Indebtedness and the receipt and application~~ ~~of the proceeds therefrom, the Interest~~Restricted Payment:


	(1)	no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

	(2)	Moog would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described in this prospectus under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and

	(3)	such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Moog and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (5), (6) and (7) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:


	(a)	50% of the Consolidated Net Income of Moog for the period (taken as one accounting period) from September 26, 2004 to the end of Moog’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit),plus

	(b)	100% of the aggregate net cash proceeds received by Moog since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of Moog or from the issue or sale of Disqualified Stock or debt securities of Moog that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Moog),plus

	(c)	with respect to Restricted Investments made by Moog and its Restricted Subsidiaries after the Issue Date, an amount equal to the net reduction in such Investments in any Person resulting from dividends or other distributions, repayments of loans or advances, or other transfers of assets, in each case to Moog or any Restricted Subsidiary of Moog or from the net cash proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income), from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of such Investment previously made by Moog or any Restricted Subsidiary of Moog in such Person or Unrestricted Subsidiary.

(B) So long as no Default has occurred and is continuing or would be ~~greater than (x) for~~caused thereby, the period beginning on the Closing Date and ending on the fourth anniversary thereof, 2.0:1 and (y) thereafter 2.25:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (to the extent permitted under the "Limitation on the Issuance of Capital Stock and Indebtedness of Restricted Subsidiaries" covenant below) may Incur each and all of the following: (i) Indebtedness outstanding at any time under the Credit Agreement in an aggregate principal amountpreceding provisions will not ~~to exceed $165 million, less~~prohibit:


	(1)	the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

	(2)	the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Moog or any Guarantor or of any Equity Interests of Moog or any Guarantor in exchange for, or out of the net cash proceeds of a contribution to the common equity of Moog or a substantially concurrent sale (other than to a Subsidiary of Moog) of, Equity Interests (other than Disqualified Stock) of Moog;provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph (A);

	(3)	the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of Moog or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

	(4)	the payment of any dividend by a Restricted Subsidiary of Moog to the holders of its common Equity Interests on a pro rata basis;

	(5)	the redemption, repurchase or other acquisition or retirement for value of any Equity Interests of Moog or any Restricted Subsidiary of Moog held by any member of Moog’s or any Restricted Subsidiary’s management or by employees, former employees, directors or former directors of Moog or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement;providedthat the aggregate price paid for such redeemed, repurchased, acquired or retired Equity Interests shall not exceed $750,000 in any twelve-month period or $5 million in the aggregate;

	(6)	the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants if such Capital Stock represents all or a portion of the exercise price thereof; or

	(7)	Restricted Payments which, when taken together with all other Restricted Payments made pursuant to this clause (7), do not exceed $25.0 million at any time.

The amount of Indebtedness permanently repaid as provided under the "Limitation on Asset Sales" covenant described below; (ii) Indebtedness (A) to the Company evidenced by an unsubordinated promissory note or (B) to any of itsall Restricted ~~Subsidiaries; provided that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness~~Payments (other than ~~to the Company or another Restricted Subsidiary)~~cash) shall be ~~deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii) Indebtedness issued in exchange for, or~~ the net proceeds of which are used to refinance or refund, then outstanding Indebtedness, other than Indebtedness Incurred under clauses (i), (ii), (iv), (vi) or (vii) of this paragraph, and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as offair market value on the date of ~~Incurrence~~the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by Moog or such ~~new Indebtedness, does not mature prior~~Subsidiary, as the case may be, pursuant to the ~~Stated Maturity~~Restricted Payment. The fair market value of ~~the Indebtedness~~any assets or securities that are required to be ~~refinanced or refunded, and~~valued by this covenant shall be determined by the ~~Average Life~~Board of ~~such new Indebtedness is at least equal~~Directors whose resolution with respect thereto shall be delivered to the ~~remaining Average Life~~Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment-banking firm of national standing if the ~~Indebtedness~~fair market value exceeds $5.0 million. Not later than the date of making any Restricted Payment, Moog shall deliver to ~~be refinanced or refunded;~~the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and ~~provided further that in no event may Indebtedness of~~setting forth the ~~Company be refinanced~~basis upon which the calculations required by ~~means~~this “Restricted Payments” covenant were computed, together with a copy of any ~~Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) Indebtedness (A) in respect of performance, surety~~fairness opinion or ~~appeal bonds provided in~~appraisal required by the ~~ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements designed solely to protect the Company~~Indenture.

If Moog or any of its Restricted Subsidiaries ~~from fluctuations in interest rates or foreign currency exchange rates; provided~~makes a Restricted Payment that, ~~such agreements do not increase~~at the ~~Indebtedness~~time of the ~~obligor outstanding at~~making of such Restricted Payment, would, in Moog’s good faith determination, be permitted under the requirements of this covenant, such Restricted Payment shall be deemed to have been made in compliance with this covenant notwithstanding any ~~time other than as a result~~subsequent adjustments made in good faith to Moog’s financial statements for any period affecting the calculations set forth above with respect to such Restricted Payment.


	*Incurrence of Indebtedness and Issuance of Preferred Stock*

Moog will not, and will not permit any of ~~fluctuations in foreign currency exchange rates~~its Restricted Subsidiaries to, directly or ~~interest rates or by reason~~indirectly, incur any Indebtedness (including Acquired Debt), and Moog will not permit any of fees, indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securingits Restricted Subsidiaries to issue any ~~obligations of the Company~~Preferred Stock;provided, however, that Moog or any of its Restricted Subsidiaries ~~pursuant~~may incur Indebtedness, if the Fixed Charge Coverage Ratio for Moog’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to ~~such agreements, in any case Incurred in connection with the disposition~~1, determined on a pro forma basis (including a pro forma application of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of the Company, to the extent the net proceeds ~~thereof are promptly used to purchase Notes tendered in an Offer to Purchase made~~therefrom) as ~~a result~~if the additional Indebtedness had been incurred at the beginning of ~~a Change of Control; (vi) Indebtedness of~~such four-quarter period.

So long as no Default shall have occurred and be continuing or would be caused thereby, the Company, to the extent the net proceeds thereof are promptly deposited to defease the Notes as described below under "Defeasance"; (vii) Guarantees of the Notes ; (viii) Indebtedness outstanding at any time in an aggregate principal amount not to exceed $20.0 million; and (ix) Indebtedness outstanding at any time pursuant to the Supplemental Plan in an aggregate amount not to exceed $10 million. The Indenture will provide that the Company shall not Incur Indebtedness pursuant to the Supplemental Plan in an amount that exceeds $10.0 million. (b) For purposes of determining any particular amount of Indebtedness under this "Limitation on Indebtedness" covenant, (1) Indebtedness Incurred under the Credit Agreement on or prior to the Closing Date shall be treated as Incurred pursuant to clause (i) of the secondfirst paragraph of this ~~"Limitation on Indebtedness"~~ covenant ~~and (2) Guarantees, Liens or obligations with respect to letters~~will not prohibit the incurrence of ~~credit supporting~~any of the following items of Indebtedness ~~otherwise included in the determination of such particular amount shall not be included.~~(collectively, “Permitted Debt”):


	(1)	the incurrence of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Moog and its Restricted Subsidiaries thereunder) not to exceed $390 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by Moog or any Restricted Subsidiary to permanently repay any such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the covenant described in this prospectus under the caption “— Repurchase at the Option of Holders — Asset Sales”;

	(2)	the incurrence of Existing Indebtedness;

	(3)	the incurrence by Moog of Indebtedness represented by the notes to be issued on the date of the Indenture;

	(4)	the incurrence by Moog or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Moog or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $40 million at any time outstanding and (b) 5% of the Consolidated Net Tangible Assets of Moog;

	(5)	the incurrence by Moog or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (9) or (10) of this paragraph;

	(6)	the incurrence by Moog or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by Moog or any of its Restricted Subsidiaries;provided, however, that:


	(a)	if Moog or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of Moog, or the Note Guarantee, in the case of a Guarantor;

	(b)	Indebtedness owed to Moog or any Guarantor may not be subordinated in right of payment to any other indebtedness of the obligor of such Indebtedness, unless the obligor of such Indebtedness is Moog or a Guarantor; and

	(c)	(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Moog or a Restricted Subsidiary

thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Moog or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by Moog or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);


	(7)	the Guarantee by Moog or any of its Restricted Subsidiaries of Indebtedness of Moog or a Restricted Subsidiary of Moog that was permitted to be incurred by another provision of this


covenant;


	(8)	the incurrence of Indebtedness pursuant to the Supplemental Plan in an aggregate amount not to exceed $20 million outstanding at any time;

	(9)	the incurrence of Indebtedness by any Foreign Subsidiary in an aggregate principal amount not to exceed $50 million outstanding at any time; or


	(10)	the incurrence by Moog or any Restricted Subsidiary of Moog of additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (10), not to exceed $100 million.

For purposes of determining compliance with this ~~"Limitation on Indebtedness"~~“Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that ~~an item of~~any proposed Indebtedness meets the criteria of more than one of the ~~types~~categories of ~~Indebtedness~~Permitted Debt described in clauses (1) through (10) above, or is entitled to be incurred pursuant to the ~~above clauses (other than Indebtedness referred~~first paragraph of this covenant, Moog will be permitted to ~~in clause (1)~~classify at the time of ~~the preceding sentence), the Company, in~~ its ~~sole discretion, shall classify~~incurrence (and later reclassify) such item of Indebtedness in any manner that complies with this covenant.

Notwithstanding any other provision of this “Incurrence of Indebtedness and ~~only~~Issuance of Preferred Stock” covenant, the maximum amount of Indebtedness that may be ~~required~~incurred pursuant to ~~include~~this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the ~~amount and type~~result of ~~such Indebtedness~~fluctuations in ~~one~~the exchange rates of ~~such clauses.~~ currencies.

Limitation on Senior Subordinated ~~Indebtedness The Company~~Debt

Moog will not ~~Incur~~incur any Indebtedness that is ~~expressly made~~ subordinate or junior in right of payment to any Senior ~~Indebtedness~~Debt of ~~the Company~~Moog unless ~~such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness~~it is ~~outstanding, is expressly made~~ pari passu ~~with,~~ or subordinate in right of payment to the ~~Notes pursuant~~notes. No Guarantor will incur any Indebtedness that is subordinate or junior in right of payment to ~~provisions substantially similar~~the Senior Debt of such Guarantor unless it ispari passuor subordinate in right of payment to ~~those contained~~ such Guarantor’s Note Guarantee. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of Moog or any Guarantor, as applicable, solely by virtue of being unsecured or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the ~~"Subordination" provisions of the Indenture; provided that the foregoing limitation shall not apply to distinctions between categories of Senior Indebtedness of the Company that exist~~collateral held by ~~reason of any~~ them.

Liens ~~or Guarantees arising or created in respect of some but not all of such Senior Indebtedness. Limitation on Restricted Payments The Company~~

Moog will not, and will not permit any ~~Restricted Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any distribution on its Capital Stock (other than dividends or distributions payable solely in shares~~ of its Capital Stock (other than Redeemable Stock) or in options, warrants or other rights to acquire shares of such Capital Stock (other than Redeemable Stock)) held by Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries, (ii) purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of the Company or a Restricted Subsidiary (including options, warrants or other rights to acquire such shares of Capital Stock) held by Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness of the Company that is subordinated in right of payment to the Notes or (iv) make any Investment, other than a Permitted Investment, in any Person (such payments or any other actions described in clauses (i) through (iv) being collectively "Restricted Payments") if, at the time of, and after giving effect to, the proposed Restricted Payment: (A) a Default or Event of Default shall have occurred and be continuing, (B) the Company could not Incur at least $1.00 of Indebtedness under the first paragraph of the "Limitation on Indebtedness" covenant or (C) the aggregate amount of all Restricted Payments (the amount, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) made after the Closing Date shall exceed the sum of (1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) (determined by excluding income resulting from transfers of assets by the Company or a Restricted Subsidiary to an Unrestricted Subsidiary) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter beginning immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which reports have been filed pursuant to the "Commission Reports and Reports to Holders" covenant plus (2) the aggregate Net Cash Proceeds received by the Company after the Closing Date from the issuance and sale permitted by the Indenture of its Capital Stock (other than Redeemable Stock) to a Person who is not a Subsidiary of the Company or from the issuance to a Person who is not a Subsidiary of the Company of any options, warrants or other rights to acquire Capital Stock of the Company (in each case, exclusive of any Redeemable Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Notes) plus (3) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in each case, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary plus (4) $3 million. The foregoing provision shall not be violated by reason of: (i) the payment of any dividend within 60 days after the date of declaration thereof if, at said date of declaration, such payment would comply with the foregoing paragraph; (ii) the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes including premium, if any, and accrued and unpaid interest with the proceeds of, or in exchange for, Indebtedness Incurred under clause (iii) of the second paragraph of part (a) of the "Limitation on Indebtedness" covenant; (iii) the repurchase, redemption or other acquisition of Capital Stock of the Company (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the proceeds of a substantially concurrent offering of, shares of Capital Stock (other than Redeemable Stock) of the Company; (iv) the making of any principal payment or the repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness of the Company which is subordinated in right of payment to the Notes in exchange for, or out of the proceeds of, a substantially concurrent offering of, shares of the Capital Stock of the Company (other than Redeemable Stock); (v) payments or distributions, to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of the property and assets of the Company; (vi) the repurchase of shares, or options to purchase shares, of Capital Stock of the Company from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such persons purchase or sell or are granted the option to purchase or sell, shares of such stock; provided, however, that the aggregate amount of such repurchases shall not exceed (A) $500,000 in any calendar year or (B) $3 million in the aggregate; (vii) any repurchase by the Company or any Restricted Subsidiary of the Capital Stock of Moog Japan Ltd. from any Person other than the Company or a Subsidiary; provided, however, that the aggregate amount expended by the Company and its Restricted Subsidiaries ~~under this clause (vii) shall not exceed~~ $3 million; (viii) the repurchase by the Company of 714,600 shares of Class A Common Stock of the Company from Seneca Foods Corporation at a purchase price of $18 per share pursuant to the Stock Purchase Agreement dated March 26, 1996 between the Company and Seneca Foods Corporation; (ix) the declaration and payment (strictly in accordance with the provisions of Article Third of the Company's Certificate of Incorporation as in effect on the Closing Date) of regular periodic dividends on the Company's outstanding 9% Series B Cumulative Convertible Exchangeable Preferred Stock; (x) the Investment by the Company or a Restricted Subsidiary in a joint venture with a U.S. subsidiary of a European manufacturer of hydraulics systems and components, which Investment is currently expected not to exceed $2.0 million; or (xi) Investments by the Company and its Restricted Subsidiaries in an aggregate amount not to exceed $10.0 million. Each Restricted Payment permitted pursuant to the preceding paragraph (other than the Restricted Payments referred to in clauses (ii), (vii), (viii), (x) and (xi) thereof and an exchange of Capital Stock for Capital Stock referred to in clause (iii) thereof or an exchange of Capital Stock for Indebtedness referred to in clause (iv) thereof), and the Net Cash Proceeds from any issuance of Capital Stock referred to in clauses (iii) and (iv), shall be included in calculating whether the conditions of clause (C) of the first paragraph of this "Limitation of Restricted Payments" covenant have been met with respect to any subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of the Company are used for the redemption, repurchase or other acquisition of the Notes, or Indebtedness that is pari passu with the Notes, then the Net Cash Proceeds of such issuance shall be included in clause (C) of the first paragraph of this "Limitation on Restricted Payments" covenant only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries The Company will not, and will not permit any Restricted Subsidiary to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of subordinated Indebtedness, prior or senior thereto, with the same relative priority as the notes shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Moog will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction ~~of any kind~~ on the ability of any Restricted Subsidiary ~~to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned~~to:


	(1)	pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to Moog or any of its Restricted Subsidiaries or pay any liabilities owed to Moog or any of its Restricted Subsidiaries;

	(2)	make loans or advances to Moog or any of its Restricted Subsidiaries; or

	(3)	transfer any of its properties or assets to Moog or any of its Restricted Subsidiaries.

However, the ~~Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed~~preceding restrictions will not apply to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: ~~(i)~~


	(1)	existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof,provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements as in effect on the Issue Date;

	(2)	set forth in the Indenture or the notes;

	(3)	existing under, by reason of or with respect to applicable law, rule, regulation or order;

	(4)	with respect to any Person or the property or assets of a Person acquired by Moog or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof,providedthat the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

	(5)	in the case of clause (3) of the first paragraph of this covenant:


	(A)	that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;


	(B)	existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or asset of Moog or any Restricted Subsidiary thereof not otherwise prohibited by the Indenture; or

	(C)	arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Moog or any Restricted Subsidiary thereof in any manner material to Moog or any Restricted Subsidiary thereof;


	(6)	existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;


	(7)	existing on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

	(8)	existing under, by reason of or with respect to customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case, contained in joint venture agreements; and

	(9)	existing under, by reason of or with respect to Indebtedness incurred by Foreign Subsidiaries,providedthat the aggregate amount outstanding at any time thereunder shall not exceed $20.0 million.

Merger, Consolidation or Sale of Assets

Moog will not, directly or indirectly (x) consolidate or merge with or into another Person (whether or not Moog is the ~~Closing Date in the Credit Agreement, the Indenture~~surviving corporation) or ~~any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals~~(y) sell, assign, transfer, convey or ~~replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to~~ the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this "Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries" covenant, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or dispositiondispose of all or substantially all of the ~~Capital Stock of, or property~~properties and assets of ~~such~~Moog and its Restricted ~~Subsidiary~~Subsidiaries taken as a whole, in one or ~~(vi) contained in agreements governing the acquisition and/~~more related transactions, to another Person or ~~financing of facilities and improvements thereto~~Persons, unless:


	(1)	either (a) Moog is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Moog) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all obligations of Moog under the notes, the Indenture and the Registration Rights Agreement pursuant to a supplementary indenture reasonably satisfactory to the Trustee;

	(2)	immediately after giving effect to such transaction no Default or Event of Default exists; and

	(3)	immediately after giving effect to such transaction on a pro forma basis, Moog or the Person formed by or surviving any such consolidation or merger (if other than Moog), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described in this prospectus under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock.”

In addition, neither Moog ~~GmbH. Nothing contained in this "Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries" covenant shall prevent the Company or~~nor any Restricted Subsidiary ~~from restricting the~~thereof may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (3) above of this “Merger, Consolidation or Sale of Assets” covenant will not apply to (a) any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of ~~property~~assets between or assets of the Company of any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries. Limitation on the Issuance of Capital Stock and Indebtedness of Restricted Subsidiaries The Company will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock) except (i) to the Company or a Wholly Owned Restricted Subsidiary; or (ii) issuances of director's qualifying shares or sales to foreign nationals of shares of Capital Stock of foreign Restricted Subsidiaries, to the extent required by applicable law. The Company will not permit any Restricted Subsidiary directly or indirectly, to Incur any Indebtedness except (i) Indebtedness existing on the Closing Date; (ii) Indebtedness in an amount not to exceed $3 million, the proceeds of which are used by the Companyamong Moog or any of its Restricted Subsidiaries ~~to repurchase the Capital Stock~~or (b) any merger with any Affiliate of Moog ~~Japan Ltd. held~~if (in the case of this clause (b)) in the good faith determination of the Board of Directors, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of Moog and such transaction shall not have as one of its purposes the evasion of the foregoing restrictions.

Transactions with Affiliates

Moog will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding,

loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:


	(1)	such Affiliate Transaction is on terms that are no less favorable to Moog or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by Moog or such Restricted Subsidiary with a Person that is not an Affiliate of Moog; and

	(2)	Moog delivers to the Trustee:


	(a)	with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors; and

	(b)	with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to Moog or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:


	(1)	transactions between or among Moog and/or its Restricted Subsidiaries;

	(2)	payment of reasonable and customary fees to, and reasonable and customary indemnification and similar payments on behalf of directors and executive officers of Moog;

	(3)	Restricted Payments that are permitted by the provisions of the Indenture described in this prospectus under the caption “— Restricted Payments;”

	(4)	any sale of Equity Interests (other than Disqualified Stock) of Moog; and

	(5)	Affiliate Transactions with any Person solely in its capacity as a holder of debt or capital stock of Moog or of any Restricted Subsidiary of Moog where such Person is treated no more favorably than any other holder of debt or capital stock of Moog or such Restricted Subsidiary,providedthat such Person holds no more than 10% of the outstanding debt or capital stock of Moog or such Restricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary of Moog to be an Unrestricted Subsidiary;providedthat:


	(1)	any Guarantee by Moog or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by Moog or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under the covenant described in this prospectus under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock;”

	(2)	the aggregate fair market value of all outstanding Investments owned by Moog and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by Moog or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such

Investment would be permitted under the covenant described in this prospectus under the caption “— Certain Covenants — Restricted Payments;”
(3) such Subsidiary does not own any Equity Interests of, or hold any Liens on any property of, Moog or any Restricted Subsidiary thereof,
(4) the Subsidiary being so designated:


	(a)	is not party to any agreement, contract, arrangement or understanding with Moog or any Restricted Subsidiary of Moog unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Moog or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Moog;

	(b)	is a Person with respect to which neither Moog nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

	(c)	has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Moog or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

	(d)	has at least one director on its Board of Directors that is not a director or officer of Moog or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or officer of Moog or any of its Restricted Subsidiaries; and


	(5)	no Default or Event of Default would be in existence following such designation.

Any designation of a Restricted Subsidiary of Moog as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in clause (4) above it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness, Investments or Liens on the property of such Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary of Moog as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under the Indenture, Moog will be in default under the Indenture.

The Board of Directors of Moog may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;providedthat:


	(1)	such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Moog of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the covenant described in this prospectus under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”;

	(2)	all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the covenant described in this prospectus under the caption “— Certain Covenants — Restricted Payments;”

	(3)	all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted as discussed in this prospectus under the caption “— Certain Covenants — Liens;” and

	(4)	no Default or Event of Default would be in existence following such designation.

Guarantees

Moog will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any Indebtedness of Moog or any Guarantor (other than Senior Debt permitted to be incurred under the Indenture) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee (a “Note Guarantee”) of the payment of the notes by such Restricted Subsidiary, which Note Guarantee shall be senior to orpari passuwith such Subsidiary’s Guarantee of such other Indebtedness with the same relative priority as the notes or Note Guarantee shall have with respect to such other Indebtedness.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than ~~the Company~~Moog or ~~any Subsidiary;~~ ~~(iii) Indebtedness expressly permitted under clause (ii), (iii) or (iv)~~another Guarantor, unless:


	(1)	immediately after giving effect to that transaction, no Default or Event of Default exists; and

	(2)	either:


	(a)	the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture or its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

	(b)	such sale or other disposition or consolidation or merger complies with the covenant described in this prospectus under the caption “— Repurchase at the Option of Holders — Asset Sales.”

The Note Guarantee of the second paragraph of subsection (a) of the "Limitation on Indebtedness" covenant; and (iv) Indebtedness (in addition to other amounts described in this paragraph) outstanding at any time in an aggregate principal amount not to exceed (A) $15 million for the period beginning on the Closing Date and ending on the third anniversary thereof, and (B) $25 million thereafter. The limitations set forth in this paragraph are in addition to those set forth in the "Limitation on Indebtedness" covenant described above. Limitation on Transactions with Stockholders and Affiliates The Companya Guarantor will be released:


	(1)	in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of Moog, if the sale of all such Capital Stock of that Guarantor complies with the covenant described in this prospectus under the caption “— Repurchase at the Option of Holders — Asset Sales;”

	(2)	if Moog properly designates such Guarantor as an Unrestricted Subsidiary under the Indenture; or

	(3)	upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant, except a discharge or release by or as a result of payment under such Guarantee.

Business Activities

Moog will not, and will not permit any Restricted Subsidiary of Moog to, ~~directly or indirectly, enter into, renew or extend~~engage in any ~~transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of~~business other than Permitted Businesses, except to such ~~holder) of 5% or more of any class of Capital Stock of the Company or any Restricted Subsidiary or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair~~extent as would not be material to Moog and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or, (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its ~~Wholly Owned~~ Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; or (iv) any Restricted taken as a whole.

Payments not prohibited by the "Limitation on Restricted Payments" covenant. Notwithstanding the foregoing, any transaction covered by the first paragraph of this "Limitation on Transactions with Stockholders and Affiliates" covenant and not covered by clause (ii) or (iii) of this paragraph must be approved or determined to be fair in the manner provided for (1) in clause (i) (A) or (B) above if the aggregate amount of such transaction exceeds $1 million in value or (2) in clause (i)(B) above if the aggregate amount of such transaction exceeds $5 million in value. Limitation on Asset Sales The CompanyConsent

Moog will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i) the consideration received by the Company or such Restricted Subsidiary is at least equal to the Fair Market Value of the assets sold or disposed of and (ii) at least 85% of the ~~consideration received consists of cash or Temporary Cash Investments. In the event and to the extent that the Net Cash Proceeds received by the Company or any~~ of its Restricted Subsidiaries ~~from one~~to, directly or ~~more Asset Sales occurring on~~indirectly, pay or ~~after~~cause to be paid any consideration to or for the ~~Closing Date~~benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in ~~any period of 12 consecutive months exceed $10 million, then~~ the ~~Company shall or shall cause~~time frame set forth in the ~~relevant Restricted Subsidiary to (i) within twelve months after the date Net Cash Proceeds so received exceed $10 million (A) apply (to the extent required) an amount equal~~solicitation documents relating to such ~~excess Net Cash Proceeds to permanently repay Senior Indebtedness~~consent, waiver or agreement.

Reports

Whether or not required by the Commission, Moog will file a copy of all of the ~~Company or Indebtedness~~information and reports referred to in clauses (1) and (2) below with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such filing) and furnish such information to the Trustee and, upon request, furnish such information to the Holders of ~~any Restricted Subsidiary, in each case owing to a Person other than~~ the ~~Company or~~notes and prospective investors:


	(1)	all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Moog were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Moog’s certified independent accountants; and

	(2)	all current reports that would be required to be filed with the Commission on Form 8-K.

If Moog has designated any of its ~~Restricted~~ Subsidiaries ~~or (B) invest an equal amount, or~~as Unrestricted Subsidiaries, then the ~~amount not so applied pursuant to clause (A) (or enter into~~quarterly and annual financial information required by this covenant shall include a ~~definitive agreement committing to so invest within 12 months after~~reasonably detailed presentation, either on the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or typeface of the ~~property~~financial statements or in the footnotes thereto, and ~~assets~~in “Management’s Discussion and Analysis of ~~or the business~~Financial Condition and Results of Operations,” of the ~~Company~~financial condition and results of operations of Moog and its Restricted Subsidiaries ~~existing on~~separate from the ~~date~~financial condition and results of ~~such investment and (ii) apply (no later than the end~~operations of the ~~12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph~~Unrestricted Subsidiaries of this "Limitation on Asset Sales" covenant. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12- month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this "Limitation on Asset Sales" covenant totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes, plus, in each case, accrued interest (if any) to the date of purchase. Repurchase of Notes upon a Change of Control The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Notes then outstanding, at a purchase price equal to 101% of the principal amount thereof, plus accrued interest (if any) to the date of purchase. There can be no assurance that the Company will have sufficient funds available at the time of any Change of Control to make any debt payment (including repurchases of Notes) required by the foregoing covenant (as well as may be contained in other securities of the Company which might be outstanding at the time). The above covenant requiring the Company to repurchase the Notes will, unless appropriate consents are obtained, require the Company to repay all indebtedness then outstanding which by its terms would prohibit such Note repurchase, either prior to or concurrently with such Note repurchase. Commission Reports and Reports to Holders Whether or not the Company is required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information as it would be required to file with the Commission by Sections 13(a) or 15(d) under the Securities Exchange Act of 1934, as amended, if it were subject thereto. See "Available Information." The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Moog.

Events of Default ~~The following events will be defined as "Events of Default" in the Indenture: (a) default in the payment of principal of (or premium, if any, on) any Note when the same becomes due~~ and payable at maturity, upon acceleration, redemption or otherwise, whether or not such payment is prohibited by the subordination provisions described above under "Ranking"; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days, whether or not such payment is prohibited by the subordination provisions described above under "Ranking"; (c) default in the performance or breachRemedies

Each of the ~~provisions~~following is an Event of Default:


	(1)	default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the notes whether or not prohibited by the subordination provisions of the Indenture;

	(2)	default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the notes whether or not prohibited by the subordination provisions of the Indenture;

	(3)	failure by Moog or any of its Restricted Subsidiaries to comply with the provisions described in this prospectus under the captions “— Repurchase at the Option of Holders — Change of Control,” “— Repurchase at the Option of Holders — Asset Sales” or “— Certain Covenants — Merger, Consolidation or Sale of Assets”;

	(4)	failure by Moog or any of its Restricted Subsidiaries for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of notes outstanding to comply with any of the other agreements in the Indenture;

	(5)	default under any mortgage, indenture or other instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Moog or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by Moog or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:


	(a)	is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or

	(b)	results in the acceleration of such Indebtedness prior to its express maturity,


	and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15 million or more;


	(6)	failure by Moog or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $15 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment becomes final and non appealable; and

	(7)	certain events of bankruptcy or insolvency with respect to Moog, any Guarantor or any Significant Subsidiary of Moog (or any Restricted Subsidiaries of Moog that together would constitute a Significant Subsidiary).

In the ~~Indenture applicable to mergers, consolidations and transfers~~case of all or substantially all of the assets of the Company or the failure to make or consummate an Offer to Purchase in accordance with the "Limitation on Asset Sales" or "Repurchase of Notes upon a Change of Control" covenant, whether or not such Offer to Purchase is prohibited by the subordination provisions described above under "Ranking"; (d) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (e) there occurs with respect to any issue or issues of Indebtedness of the Company or any Restricted Subsidiary having an outstanding principal amount of $5 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $5 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Restricted Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount of all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $5 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Restricted Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Restricted Subsidiary or for all or substantially all of the property and assets of the Company or any Restricted Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Restricted Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (h) the Company or any Restricted Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Restricted Subsidiary or for all or substantially all of the property and assets of the Company or any Restricted Subsidiary or (C) effects any general assignment for the benefit of creditors. If an Event of Default ~~(other than an~~arising from certain events of bankruptcy or insolvency, with respect to Moog or any Significant Subsidiary of Moog (or any Restricted Subsidiaries of Moog that together would constitute a Significant Subsidiary), all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default ~~specified in clause (g) or (h) above that occurs with respect to the Company)~~ occurs and is continuing, ~~under the Indenture,~~ the Trustee or the Holders of at least 25% in ~~aggregate~~ principal amount of the ~~Notes,~~ then outstanding notes may declare all the notes to be due and payable immediately by notice in writing to Moog specifying the Event of Default;provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement is outstanding, that acceleration will not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement; or (2) five Business Days after receipt by Moog and the agent under the Credit Agreement of written notice of the acceleration of the notes.

Holders of notes may not enforce the Indenture or the notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice to the ~~Company (and to~~Holders of the ~~Trustee if such notice is given by the Holders), may, and the Trustee at the request~~notes of ~~such Holders shall, declare the~~any Default, except a Default in payment of principal ~~of,~~or premium, if any, ~~and accrued~~or interest or Additional Interest on the ~~Notes~~notes, if the Trustee considers it to be ~~immediately due and payable. Upon a declaration~~in the best interest of ~~acceleration, such principal~~the Holders of ~~premium, if any, and accrued interest shall be immediately due and payable.~~the notes to do so.

In the event of a declaration of acceleration of the notes because an Event of Default ~~set forth~~specified in ~~clause (e)~~paragraph (5) above has occurred and is continuing, ~~such~~the declaration of acceleration of the notes shall be automatically ~~rescinded and~~ annulled if the ~~event~~Event of Default or payment default triggering such Event of Default pursuant to ~~clause (e)~~such paragraph (5) shall be remedied or cured by ~~the Company~~Moog or ~~the relevant~~a Restricted Subsidiary of Moog or waived by the holders of the relevant Indebtedness within 3020 days after the declaration of acceleration with respect ~~thereto. If an Event of Default specified in clause (g) or (h) above occurs with respect to the Company, the principal of, premium,~~thereto and if ~~any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and~~ payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive(1) all ~~past defaults and rescind and annul a declaration of acceleration and its consequences if (i) all existing~~ Events of Default ~~other~~(other than ~~the~~ nonpayment of ~~the~~accelerated principal, ~~of,~~ premium or interest or Additional Interest, if ~~any, and interest on the Notes that have become due solely by such declaration of acceleration,~~any) have been cured or waived, (2) Moog has paid the Trustee its reasonable compensation and ~~(ii)~~reimbursed the Trustee for its reasonable expenses, disbursements and advances and (3) the rescission would not conflict with any judgment or ~~decree of a court of competent jurisdiction. For information as to the waiver of defaults, see "-- Modification and Waiver."~~decree.

The Holders of ~~at least~~ a majority in ~~aggregate~~ principal amount of the outstanding ~~Notes may~~notes shall have the right to waive any existing Default or compliance with any provision of the Indenture or the notes (except a Default or Event of Default relating to the payment of principal, interest, Additional Interest or premium on such notes) and to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, ~~or exercising any trust or power conferred on~~subject to certain limitations specified in the ~~Trustee.~~Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of ~~Notes~~notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of ~~Notes. A~~notes.

No Holder ~~may not pursue~~of a note will have any ~~remedy~~right to institute any proceeding with respect to the Indenture or for any remedy under the ~~Notes~~Indenture, unless: ~~(i)~~


	(1)	the Holder gives to the Trustee written notice of a continuing Event of Default;

	(2)	the Holders of at least 25% in aggregate principal amount of the outstanding notes make a written request and offer indemnity to the Trustee to institute proceeding as a trustee;

	(3)	the Trustee fails to institute proceedings within 60 days of the request; and

	(4)	the Holders of a majority in aggregate principal amount of the outstanding notes do not give the Trustee a direction inconsistent with their request during the 60-day period.

However, these limitations do not apply to a suit instituted by any Holder for payment on notes on or after the due dates expressed in the notes.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of Moog with the intention of avoiding payment of the premium that Moog would have had to pay if Moog then had elected to redeem the notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes.

Moog is required to deliver to the Trustee ~~written notice~~annually within 90 days after the end of each fiscal year a ~~continuing~~statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of ~~Default; (ii)~~Default, Moog is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Moog, as such, shall have any liability for any obligations of Moog or any Guarantors under the notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the notes or any Note Guarantees may be amended or supplemented with the consent of the Holders of at least ~~25%~~a majority in ~~aggregate~~ principal amount of the notes then outstanding ~~Notes make~~(including, without limitation, consents obtained in connection with a ~~written request to~~purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the ~~Trustee to pursue~~Indenture, the ~~remedy; (iii) such Holder~~notes or ~~Holders offer~~ the ~~Trustee indemnity satisfactory to the Trustee against any costs, liability or expense; (iv) the Trustee does not comply~~Note Guarantees may be waived with the ~~request within 60 days after receipt~~consent of ~~the request and the offer of indemnity; and (v) during such 60-day period,~~ the Holders of a majority in ~~aggregate~~ principal amount of the then outstanding notes (including Additional Notes, doif any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each Holder affected, an amendment or waiver may not ~~give~~(with respect to any notes held by a non-consenting Holder):


	(1)	reduce the principal amount of notes whose Holders must consent to an amendment, supplement, or waiver to the Indenture or the note;

	(2)	reduce the rate of or change the time for payment of interest on the notes;

	(3)	reduce the principal of or premium on the notes or change the stated maturity of the notes;

	(4)	make any note payable in money other than that stated in the note;

	(5)	change the amount or time of any payment required or reduce the premium payable upon any redemption, or change the time before which no redemption may be made;

	(6)	waive a Default or Event of Default on the payment of the principal of, or interest or premium or Additional Interest, if any, on the notes (except a rescission of acceleration of such notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of payment default that resulted from such acceleration);

	(7)	release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture;

	(8)	waive a redemption payment or change any of the provisions with respect to redemption;


	(9)	make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on, the notes;


	(10)	impair the right to institute suit for the enforcement of any payment on or with respect to the notes or any Note Guarantees;

	(11)	amend, change or modify the obligation of Moog to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the provisions described in this prospectus under the caption “Repurchase at the Option of Holders — Asset Sales” after the obligation to make such Asset Sale Offer has arisen, or the obligation of Moog to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the provisions described in this prospectus under the caption “Repurchase at the Option of Holders — Change of Control” after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

	(12)	except as otherwise permitted under the covenants described in this prospectus under the captions “— Certain Covenants — Guarantees” and “— Certain Covenants — Merger, Consolidation and Sale of Assets,” consent to the assignment or transfer by Moog or any Guarantor of any of their rights or obligations under the Indenture;

	(13)	amend or modify any of the provisions of the Indenture or the related definitions affecting the subordination or ranking of the notes or any Note Guarantee in any manner adverse to the holders of the notes or any Note Guarantee; or

	(14)	make any change in the preceding amendment and waiver provisions.

Notwithstanding the Trustee a direction that is inconsistent with the request. However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affectedpreceding paragraph, without the consent of any Holders of notes, Moog, any Guarantor and the ~~Holder.~~Trustee may amend or supplement the Indenture or the notes to:


	(1)	provide for an assumption of all of Moog’s or any Guarantor’s obligations under the Indenture, the notes or any Note Guarantee by the surviving entity following a merger or consolidation or sale of substantially all of the assets of Moog or such Guarantor permitted under the Indenture;

	(2)	provide for uncertificated notes in addition to certificated notes;

	(3)	comply with any requirements of the Commission under the Trust Indenture Act;

	(4)	provide for the issuance of Additional Notes in accordance with the Indenture;

	(5)	comply with the provision of the covenant described in this prospectus under the caption “— Certain Covenants — Guarantees”;

	(6)	cure any ambiguity, defect or inconsistency, or make any other change that would provide additional rights or benefits to, or does not materially adversely affect the rights of, any Holder of the notes; and

	(7)	appoint a successor trustee under the Indenture with respect to the notes.

Legal Defeasance and Covenant Defeasance

The Indenture ~~will require certain officers of the Company~~permits Moog, at any time, to ~~certify each year, on or before a date not more than 15 days after the date on which its Annual Report on Form 10-K (or successor report) for the immediately preceding fiscal year is required~~elect:


	(1)	to defease and be discharged from any and all of its obligations with respect to any notes except for the following obligations (which discharge is referred to as “legal defeasance”):


	(a)	the rights of Holders of outstanding notes to receive payment of principal of, interest premium or Additional Interest, if any, on such notes when such payments are due from the trust described below;


	(b)	to register the transfer or exchange of the notes.

	(c)	to replace temporary or mutilated, destroyed, lost or stolen notes;

	(d)	the rights, powers, trusts, duties and immunities of the Trustee and Moog’s and any Guarantor’s obligations in connection therewith;

	(e)	to maintain an office or agency in respect of the notes and to hold monies for payment in trust; or


	(f)	in respect of the legal defeasance provisions set forth in the Indenture; or


	(2)	to be released from its obligations with respect to the notes under certain covenants contained in the Indenture (which release is referred to as “covenant defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute Events of Default with respect to the notes.

In order to be filed with the Commission that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under the Indenture and that the Company has fulfilled all obligations thereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture. Consolidation, Merger and Sale of Assets The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under the Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Tangible Net Worth equal to or greater than the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of the "Limitation on Indebtedness" covenant; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. Defeasance Defeasance and Discharge. The Indenture will provide that the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 123rd day after theexercise either defeasance option, Moog must irrevocably deposit referred to below, and the provisions of the Indenture will no longer be in effect with respect to the Notes (except for, among other matters, certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things, (A) the Company has deposited with the Trustee, in trust ~~money and/~~for this purpose, cash or U.S. Government Obligations, ~~that through~~or a combination thereof, which in the ~~payment~~opinion of ~~interest and principal in respect thereof in accordance with~~ ~~their terms will provide money in an~~a nationally recognized firm of independent public accountants, provides a sufficient amount ~~sufficient~~ to pay the principal of, premium, if any, and ~~accrued~~ interest and Additional Interest, if any, on the ~~Notes~~notes, on the ~~Stated Maturity~~scheduled due dates or on a selected date of ~~such payments~~redemption in accordance with the terms of the Indenture and ~~the Notes, (B) the Company has delivered~~Moog must specify whether such notes are being defeased to ~~the Trustee (i) either (x) an Opinion of Counsel~~maturity or a particular redemption date.

In addition, defeasance may be effected only if, among other things:


	(1)	in the case of either legal or covenant defeasance, Moog delivers to the Trustee an opinion of counsel, as specified in the Indenture, stating that the creation of the defeasance does not violate the Investment Company Act of 1940;

	(2)	in the case of legal defeasance, Moog delivers to the Trustee an opinion of counsel stating that Moog has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that, or there has been a change in any applicable federal income tax law with the effect that, and the opinion shall confirm that, the Holders of outstanding notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the legal defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

	(3)	in the case of covenant defeasance, Moog delivers to the Trustee an opinion of counsel to the effect that the Holders of the outstanding notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if a covenant defeasance had not occurred; and

	(4)	certain other conditions in the Indenture are satisfied.

If Moog fails to ~~the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of~~comply with its ~~option~~remaining obligations under this "Defeasance" provision and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (ii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, (C) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, (D) the Company is not prohibited from making payments in respect of the Notes by the provisions described under "Ranking" above and (E) if at such time the Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge. Defeasance of Certain Covenants and Certain Events of Default. The Indenture further will provide that the provisions of the Indenture ~~will no longer be in effect with respect to clauses (iii)~~ and (iv) under "Consolidation, Merger and Sale of Assets" and all the covenants described herein under "Covenants," clause (c) under "Events of Default" with respect to such clauses (iii) and (iv) under "Consolidation, Merger and Sale of Assets," clause (d) with respect to such covenants and clauses (e) and (f) under "Events of Default" shall be deemed not to be Events of Default, and the provisions described herein under "Ranking" with respect to the assets held by the Trustee referred to below shall not apply, upon, among other things, the deposit with the Trustee, in trust, of money and/or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such ~~payments in accordance with the terms~~applicable supplemental Indenture after a covenant defeasance of the Indenture and ~~the Notes, the satisfaction of the provisions described in clauses (B)(ii), (C), (D) and (E) of the preceding paragraph~~applicable supplemental Indenture, and the delivery by the Company to the Trustee of an Opinion of Counsel to the effect that, among other things, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Defeasance and Certain Other Events of Default. In the event the Company exercises its option to omit compliance with certain covenants and provisions of the Indenture with respect to the Notes as described in the immediately preceding paragraph and the Notesnotes are declared due and payable because of the occurrence of anany undefeased Event of Default, ~~that remains applicable,~~ the amount of money and/or U.S. Government Obligations on deposit with the Trustee ~~will~~could be ~~sufficient~~insufficient to pay amounts due onunder the ~~Notes~~notes at the time of ~~their Stated Maturity but may~~acceleration. Moog will, however, remain liable in respect of these payments.

Governing Law

The Indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.

Registration Rights; Additional Interest

In connection with our issuance of the old notes, Moog entered into the Registration Rights Agreement with the initial purchaser. The filing of the exchange offer registration statement, of which this prospectus is a part, is intended to satisfy Moog’s obligation under the Registration Rights Agreement. The following description is a summary of the material provisions of the Registration Rights Agreement. It does not ~~be sufficient~~restate that agreement in its entirety. We urge you to ~~pay amounts due~~read the Registration Rights Agreement in its entirety because it, and not this description, defines the registration rights of the holders of the old notes. See the information provided in this prospectus under the caption “Where to Obtain Additional Information.”

Moog and the initial purchaser entered into a registration rights agreement dated September 12, 2005. Pursuant to the Registration Rights Agreement, Moog agreed to file with the Commission the exchange offer registration statement on the ~~Notes at~~appropriate form under the ~~time~~Securities Act with respect to the new notes. Upon the effectiveness of the ~~acceleration resulting from such Event~~exchange offer registration statement, Moog will offer to the holders of ~~Default. However,~~old notes pursuant to the ~~Company~~exchange offer who are able to make certain representations the opportunity to exchange their old notes for new notes.

If:


	(1)	Moog is not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or Commission policy;

	(2)	for any reason, the exchange offer is not consummated within the required time period; or

	(3)	any holder of old notes notifies Moog that:


	(a)	it is prohibited by law or Commission policy from participating in the exchange offer; or

	(b)	it may not resell the new notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales; or

	(c)	it is a broker-dealer and owns notes acquired directly from Moog or an affiliate of Moog,

Moog will ~~remain liable for such payments. Modification and Waiver Modifications and amendments~~file with the Commission a shelf registration statement to cover resales of the ~~Indenture may be made~~new notes by the ~~Company and~~holders thereof who satisfy certain conditions relating to the ~~Trustee~~provision of information in connection with the ~~consent~~shelf registration statement.

Moog will use its reasonable best efforts to cause the applicable registration statement to be declared effective as promptly as possible by the Commission.

The Registration Rights Agreement provides:


	(1)	unless the exchange offer would not be permitted by applicable law or Commission policy, Moog will file an exchange offer registration statement with the Commission on or prior to 90 days after the closing of this offering;

	(2)	unless the exchange offer would not be permitted by applicable law or Commission policy, Moog will use its reasonable best efforts to have the exchange offer registration statement declared effective by the Commission on or prior to 180 days after the closing of this offering;

	(3)	unless the exchange offer would not be permitted by applicable law or Commission policy, Moog will:


	(a)	commence the exchange offer; and

	(b)	issue new notes in exchange for all old notes tendered prior thereto in the exchange offer; and


	(4)	if obligated to file the shelf registration statement, Moog will file the shelf registration statement with the Commission on or prior to 90 days after such filing obligation arises and use its reasonable best efforts to cause the shelf registration to be declared effective by the Commission on or prior to 180 days after such obligation arises.

If:


	(1)	Moog fails to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or

	(2)	any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”); or

	(3)	Moog fails to consummate the exchange offer within 30 Business Days of the Effectiveness Target Date with respect to the exchange offer registration statement; or

	(4)	the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of notes during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (4) above, a “Registration Default”),

then Moog will pay Additional Interest to each holder of old notes, with respect to the first 90-day period immediately following the occurrence of the ~~Holders~~first Registration Default in an amount equal to one quarter of not less than a majority in aggregate principal amount of the outstanding Notes; provided, however, that no such modification or amendment may, without the consent of each Holder affected thereby, (i) change the Stated Maturity of the principal of, or any installment of interestone percent (0.25%) per annum on ~~any Note, (ii) reduce~~ the principal amount of ~~or premium, if any, or interest~~notes held by such holder.

The amount of the Additional Interest will increase by an additional one quarter of one percent (0.25%) per annum on ~~any Note, (iii) change~~ the place or currency of payment of principal of, or premium, if any, or interest on, any Note, (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note, (v) reduce the above- stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend the Indenture, (vi) modify the subordination provisions in a manner adverse to the Holders, (vii) waive a default in the payment of principal of, premium, if any, or interest on the Notes or (viii) reduce the percentage or aggregate principal amount of ~~outstanding Notes~~old notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum.

All accrued Additional Interest will be paid by Moog on each interest payment date to the ~~consent of whose Holders is necessary for waiver of compliance with certain provisions~~holder of the ~~Indenture~~Global Note by wire transfer of immediately available funds or ~~for waiver~~by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.

Holders of old notes will be required to make certain defaults. No Personal Liability of Incorporators, Stockholders, Officers, Directors, or Employees The Indenture provides that no recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant ~~or agreement of the Company~~representations to Moog (as described in the ~~Indenture, or~~Registration Rights Agreement) in ~~any of~~order to participate in this exchange offer and will be required to deliver certain information to be used in connection with the ~~Notes or because of~~shelf registration statement and to provide comments on the ~~creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of~~shelf registration statement within the Company or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. Concerning the Trustee The Indenture provides that, except during the continuance of a Default, the Trustee will not be liable, except for the performance of such duties as are specificallytime periods set forth in the Registration Rights Agreement in order to have their old notes included in the shelf registration statement and benefit from the provisions regarding Additional Interest set forth above. By acquiring old notes, a holder will be deemed to have agreed to indemnify Moog against certain losses arising out of information furnished by such ~~Indenture. If an Event~~holder in writing for inclusion in any shelf registration statement. Holders of ~~Default has occurred and is continuing,~~old notes will also be required to suspend their use of the prospectus included in the shelf registration statement under certain circumstances upon receipt of written notice to that effect from Moog.

Information Concerning the Trustee ~~will use~~

Moog and its subsidiaries may maintain deposit accounts and conduct other banking transactions with the ~~same degree~~Trustee in the ordinary course of ~~care and skill in its exercise as~~business. In addition, JPMorgan Chase Bank, N.A. is a ~~prudent person would exercise~~lender under the circumstances in the conduct of such person's own affairs. The Indenture and provisions of the Trust Indenture Act of 1939, as amended, incorporated by reference therein contain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign. Book-Entry;Credit Agreement.

Book-Entry, Delivery and Form

The ~~certificates representing the New Notes~~new notes will be issued in ~~fully~~ registered, global form ~~without interest coupons. Old Notes sold~~ in ~~offshore transactions~~minimum denominations of $1,000 and integral multiples of $1,000 in ~~reliance on Regulation Old S under~~excess thereof. The new notes will be issued at the ~~Securities Act were~~closing of this exchange offer only pursuant to valid tenders of old notes. The new notes initially will be represented by ~~a single permanent~~one or more notes in registered, global ~~Note in definitive, fully registered~~ form without interest coupons ~~("Regulation S~~(collectively, the “Global Notes”). The Global ~~Note") and were~~Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC ~~for the accounts~~or to a successor of Euroclear and Cedel. Notes sold in reliance on Rule 144A were initially represented by a single permanent global Note in definitive, fully registered form without interest coupons ("Rule 144A Global Note" with the Regulation S Global Note, the "Restricted Global Notes") and were deposited with the relevant Trustee as custodian for, and registeredDTC or its nominee. Beneficial interests in the ~~name~~Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “— Exchange of ~~a nominee of DTC. Each Restricted~~ Global ~~Note is subject to certain restrictions on transfer set forth therein.~~Notes for Certificated Notes.” Except in the limited circumstances described below, ~~under "Certificated Notes,"~~ owners of beneficial interests in ~~a Restricted~~the Global ~~Note~~Notes will not be entitled to receive physical delivery of Certificated Notes (as defined below). Old Notes originally purchased by or transferred to Institutional Accredited Investors who are not qualified institutional buyers ("Non-Global Purchasers") werethe notes in ~~registered form without interest coupons ("Certificated Notes"). Upon the transfer of Certificated Notes initially issued to a Non-Global~~ Purchaser to a qualified institutional buyer, such Certificated Notes will, unless the Restricted Global Note has previously been exchanged in whole for Certificated Notes, be exchanged for an interest in such Restricted Global Note. Ownershipcertificated forms. Transfers of beneficial interests in athe Global ~~Note~~Notes will be ~~limited~~subject to ~~persons who have accounts with~~the applicable rules and procedures of DTC ~~("participants")~~and its direct or persons who hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records ofindirect participants (with respect to interests of persons other than participants). Qualified institutional buyers may hold their interests in a Restricted Global Note directly through DTC if they are participants in such system, or indirectly through organizations which are participants in such system. Investors may hold their interests in a Regulation S Global Note directly through Cedel or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such system. Upon the commencement of the Exchange Offer, but not earlier, investors may also hold such interests through organizations other than Cedel or Euroclear that are participants in the DTC system. Cedel and Euroclear will hold interests in the Regulation S Global Note on behalf of their participants through DTC. So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under the Indenture and the Notes. No beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with DTC's applicable procedures, in addition to those provided for under the Indenture and,(including, if applicable, those of Euroclear and ~~Cedel. Payments~~Clearstream), which may change from time to time.

Depository Procedures

The following description of the ~~principal~~operations and procedures of DTC, Euroclear and ~~interest on,~~Clearstream are provided solely as a ~~Global Note will be made to DTC or its nominee, as~~matter of convenience. These operations and procedures are solely within the ~~case may be, as the registered owner thereof. Neither the Company, the Trustee nor any Paying Agent will have any responsibility or liability for any aspect~~control of the ~~records relating~~respective settlement systems and are subject to changes by them. Moog takes no responsibility for these operations and procedures and urges investors to contact the system or ~~payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating~~their participants directly to ~~such beneficial ownership interests. The Company expects~~discuss these matters.

DTC has advised Moog that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the records of DTC or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Cedel will be effected in the ordinary way in accordance with their respective rules and operating procedures. The Company expects that DTC will take any action permitted to be taken by a holder of Notes (including the presentation of Notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a Global Note is credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC will exchange the applicable Global Note for Certificated Notes, which it will distribute to its participants and which, in the case of Old Notes, may be legended as required pursuant to applicable exemptions from registration." The Company understands that: DTC is a ~~limited purpose~~limited-purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its ~~participants~~participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities ~~transactions~~ between ~~participants~~Participants through electronic book-entry changes in accounts of its ~~participants, thereby eliminating~~Participants. The Participants include securities brokers and dealers (including the ~~need for physical movement of certificates~~Initial Purchaser), banks, trust companies, clearing corporations and certain other organizations. ~~Indirect access~~Access to ~~the DTC~~DTC’s system is also available to ~~others~~other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a ~~participant,~~Participant, either directly or indirectly ~~("indirect participants"~~(collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised Moog that, pursuant to procedures established by it:


	(1) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchaser with portions of the principal amount of the Global Notes; and

	(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. All interests in a Global Note may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interest in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system,

or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, Moog and the Trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither Moog, the Trustee nor any agent of Moog or the Trustee has or will have any responsibility or liability for:


	(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

	(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised Moog that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or Moog. Neither Moog nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and Moog and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised Moog that it will take any action permitted to be taken by a Holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Although DTC, Euroclear and ~~Cedel are expected~~Clearstream have agreed to ~~follow~~ the foregoing procedures ~~in order~~ to facilitate transfers of interests in athe Global ~~Note~~Notes among participants ofin DTC, Euroclear and ~~Cedel,~~Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures ~~may be discontinued~~ at any time. Neither ~~the Company~~Moog nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or ~~Cedel~~Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes If

A Global Note is exchangeable for definitive notes in registered certificated form (“Certificated Notes”) if:


	(1) DTC (a) notifies Moog that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case Moog fails to appoint a successor depositary within 90 days of becoming aware of such condition;

	(2) Moog, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes (DTC has advised Moog that, in such event, under its current practices, DTC would notify its participants of Moog’s request, but will only withdraw beneficial interests from a Global Note at the request of each DTC participant); or

	(3) there will have occurred and be continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear an applicable restrictive legend; unless that legend is atnot required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any ~~time unwilling or unable~~Global Note unless the transferor first delivers to ~~continue as~~the Trustee a ~~depositary for~~written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Same Day Settlement and Payment

Moog will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and ~~a successor depositary is not appointed~~interest) by wire transfer of immediately available funds to the accounts specified by the ~~Company within 90 days, the Company~~Global Note Holder. Moog will ~~issue~~ make all payments of principal, interest and premium, if any, with respect to Certificated Notes ~~which,~~by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder’s registered address. The notes represented by the Global Notes are expected to be eligible to trade in the ~~case of Old Notes, may~~PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be ~~legended as~~ required by ~~applicable exemptions~~DTC to be settled in immediately available funds. Moog expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from ~~registration,~~a Participant in ~~substitution~~DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Moog that cash received in Euroclear or Clearstream as a result of sales of interests in a Global ~~Notes. CERTAIN FEDERAL TAX CONSIDERATIONS The~~Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a ~~general discussion~~full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:


	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest owing on the notes pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;providedthat beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“Applicable Premium” means, with respect to a note at any date of redemption, the greater of (i) 1.0% of the principal amount of such note and (ii) any excess of (A) the present value (discounted semi-annually) at such date of redemption of (1) the redemption price of such note at January 15, 2010 (such redemption price being described in this prospectus under the caption “— Optional Redemption”)plus(2) all remaining required interest payments due on such note through January 15, 2010 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such note.

“Asset Sale” means:


	(1) the sale, lease, conveyance or other disposition of any property or assets;providedthat the sale, conveyance or other disposition of all or substantially all of the assets of Moog and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described in this prospectus under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described in this prospectus under the caption “— Certain Covenants -Merger, Consolidation or Sale of Assets” and not by the provisions described in this prospectus under the caption “— Repurchase at the Option of Holders — Asset Sales;” and

	(2) the issuance of Equity Interests by any of Moog’s Restricted Subsidiaries or the sale by Moog or any Restricted Subsidiary of Equity Interests in any of its Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:


	(1) any single transaction or series of related transactions that involves assets having a fair market value of less than $3.0 million;

	(2) a transfer of assets between or among Moog and its Restricted Subsidiaries;

	(3) an issuance of Equity Interests by a Restricted Subsidiary of Moog to Moog or to another Restricted Subsidiary of Moog;


	(4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

	(5) the sale or other disposition of Cash Equivalents;

	(6) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

	(7) a Restricted Payment that is permitted by the covenant described in this prospectus under the caption “— Certain Covenants — Restricted Payments;” and

	(8) any sale or disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of Moog or its Restricted Subsidiaries.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is concurrently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Board of Directors” means:


	(1) with respect to a corporation, the board of directors of the corporation;

	(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

	(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:


	(1) in the case of a corporation, corporate stock;

	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

	(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

	(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:


	(1) United States dollars or the currency of Taiwan or any country recognized by the United States;

	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (providedthat the full faith and credit of the United States is pledged in support thereof) maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition;


	(3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, demand deposits or savings deposits, in each case, with any commercial bank organized under the laws of the United States, any state thereof, Taiwan or any country recognized by the United States and having capital and surplus in excess of $100.0 million (or the foreign currency equivalent thereof) and whose outstanding debt is rated “A” (or such similar rating) by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act);

	(4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

	(5) commercial paper having the highest rating obtainable from Moody’s or S&P and issued by a corporation (other than an Affiliate of Moog) organized and in existence under the laws of the United States, any state thereof, Taiwan or any country recognized by the United States;

	(6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s or S&P and having maturities of not more than one year from the date of acquisition; and

	(7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

“Change of Control” means the occurrence of any of the following:


	(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Moog and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

	(2) the adoption of a plan relating to the liquidation or dissolution of Moog;

	(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of Moog;

	(4) the first day on which a majority of the members of the Board of Directors of Moog are not Continuing Directors; or

	(5) Moog consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into Moog, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Moog or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of Moog outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes, directly or indirectly, the ultimate Beneficial Owner of 30% or more of the voting power of the Voting Stock of the surviving or transferee Person.

“Commission” means the United States Securities and Exchange Commission.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such periodplus:


	(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income;plus


	(2) Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income;plus

	(3) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;minus

	(4) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice;

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of Moog shall be added to Consolidated Net Income to compute Consolidated Cash Flow of Moog (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of Moog and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to Moog by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP;providedthat:


	(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;

	(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equity holders;

	(3) the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;

	(4) the cumulative effect of a change in accounting principles shall be excluded; and

	(5) notwithstanding clause (1) above, the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

“Consolidated Net Tangible Assets” of any Person means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available, less (1) all intangible assets, including, without limitation, goodwill, organization costs, patents, trademarks, copyrights, franchises, and research and development costs, and (2) current liabilities.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Moog who:


	(1) was a member of such Board of Directors on the Issue Date; or

	(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of March 3, 2003, by and among Moog, HSBC Bank USA, National Association, as agent, and certain lenders named therein providing for term loan borrowings in the original principal amount of $75 million and up to $315 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time, regardless of whether such amendment, modification, renewal, refunding, replacement or refinancing is with any of the same financial institutions or otherwise and regardless of whether any one or more of Moog and its Subsidiaries are or become borrowers thereunder.

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Moog or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or collection of such Designated Non-cash Consideration.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Moog to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that Moog may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described in this prospectus under the caption “— Certain Covenants — Restricted Payments.” The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the notes mature.

“Domestic Subsidiary” means any Restricted Subsidiary of Moog other than a Restricted Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code (a) whose primary operating assets are located outside the United States and (b) that is not subject to tax under Section 882(a) of the Internal Revenue Code because of a trade or business within the United States or (2) a Subsidiary of an entity described in the preceding clause (1).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means (i) an offer and sale of Capital Stock (other than Disqualified Stock) of Moog pursuant to a registration statement that has been declared effective by the Commission pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan) or (ii) any private placement of Capital Stock (other than Disqualified Stock) of Moog to any Person other than a Restricted Subsidiary of Moog.

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of Moog and its Restricted Subsidiaries in existence on the Issue Date after giving effect to the application of the proceeds of the notes, until such amounts are repaid.

“fair market value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined (except as otherwise specified in the Indenture) in good faith by (i) senior management of Moog if the aggregate amount of the transaction with respect to which fair market value of the transaction is being determined does not exceed $20.0 million and (ii) the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution, if the aggregate amount of the transaction with respect to which fair market value is being determined exceeds $20.0 million.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:


	(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations;plus

	(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period;plus

	(3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;plus

	(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests (other than Disqualified Stock) of Moog or to Moog or a Restricted Subsidiary of Moog, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of

the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:


	(1) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of such period and Consolidated Cash Flow for such period shall be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

	(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP shall be excluded;

	(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date; and

	(4) consolidated interest expense attributable to interest on any Indebtedness (whether existing or being incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.

“Foreign Subsidiary” means any Subsidiary of Moog that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

“Guarantor” means any Subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture and its successors and assigns until released from its obligations under its Note Guarantee and the Indenture in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:


	(1) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk;

	(2) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and


	(3) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness;providedthat (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of Moog will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of Moog and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) shall be considered an incurrence of Indebtedness;providedthat in each case the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of Moog or its Restricted Subsidiary as accrued.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:


	(1) in respect of borrowed money;

	(2) evidenced by bonds, notes, debentures or similar instruments;

	(3) evidenced by letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in clause (1) or (2) above or clause (5), (6) or (8) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement;

	(4) in respect of banker’s acceptances;

	(5) in respect of Capital Lease Obligations;

	(6) in respect of the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;

	(7) representing Hedging Obligations, other than Hedging Obligations that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

	(8) representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends; or

	(9) with respect to Moog, all obligations pursuant to the Supplemental Plan.

In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person),providedthat the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and, if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:


	(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

	(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

providedthat Indebtedness shall not include:


	(i) any liability for federal, state, local or other taxes;

	(ii) obligations in respect of performance, surety or appeal bonds or performance or completion guarantees provided in the ordinary course of business;

	(iii) any liability arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business,provided, however, that such liability is extinguished within five Business Days of its incurrence; or

	(iv) Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Moog or any of its Restricted Subsidiaries pursuant to agreements providing for adjustment of purchase price or similar obligations, in any case, incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by Moog or any Restricted Subsidiary in connection with such disposition.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Moog or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, payroll, travel and similar advances to officers and employees made consistent with past practices), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

If Moog or any Restricted Subsidiary of Moog sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary of Moog such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Moog, Moog will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Investment in such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described in this prospectus under the caption “— Certain Covenants — Restricted Payments.” The acquisition by Moog or any Restricted Subsidiary of Moog of a Person that holds an Investment in a third Person shall be deemed to be an Investment by Moog or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described in this prospectus under the caption “— Certain Covenants — Restricted Payments.”

“Issue Date” means the date of original issuance of the Existing Notes under the Indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:


	(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any sale of assets outside the ordinary course of business of such Person; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

	(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by Moog or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or is required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP and (5) appropriate amounts to be provided by Moog or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of Moog by at least two Officers of Moog, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Moog, that meets the requirements of the Indenture.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of Moog) that meets the requirements of the Indenture.

“Permitted Business” means any business conducted or proposed to be conducted (as described in the Offering Memorandum) by Moog and its Restricted Subsidiaries on the Issue Date and other businesses reasonably related or ancillary thereto.

“Permitted Investments” means:


	(1) any Investment in Moog or in a Restricted Subsidiary of Moog;

	(2) any Investment in Cash Equivalents;

	(3) any Investment by Moog or any Restricted Subsidiary of Moog in a Person if as a result of such Investment:


	(a) such Person becomes a Restricted Subsidiary of Moog; or

	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Moog or a Restricted Subsidiary of Moog;


	(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales;”

	(5) Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Moog;

	(6) Hedging Obligations that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

	(7) loans or advances to Moog’s officers or employees or those of any Restricted Subsidiary of Moog that do not in the aggregate exceed $7 million at any time outstanding;

	(8) stock, obligations or securities received in satisfaction of judgments or as a result of the compromise or resolution of a dispute or in a workout of a claim;

	(9) Investments in the Supplemental Plan; and

	(10) other Investments in any Person (other than a Person that controls Moog) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (10) since the Issue Date, not to exceed the greater of $50 million and 50% of the Consolidated Cash Flow of Moog for Moog’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date such Investment is made.

“Permitted Liens” means:


	(1) Liens on the assets of Moog or any Guarantor securing Senior Debt that was permitted by the terms of the Indenture to be incurred and Liens on the assets of any other Restricted Subsidiary securing Indebtedness incurred by such Restricted Subsidiary;

	(2) Liens in favor of Moog or any Restricted Subsidiary;

	(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Moog or any Restricted Subsidiary of Moog, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Moog or the Restricted Subsidiary;

	(4) Liens on property existing at the time of acquisition thereof by Moog or any Restricted Subsidiary of Moog,providedthat such Liens were in existence prior to the contemplation of such

acquisition and do not extend to any property other than the property so acquired by Moog or the Restricted Subsidiary;
      (5) Liens existing on the Issue Date;
      (6) Liens incurred in the ordinary course of business of Moog or any Restricted Subsidiary of Moog with respect to obligations that do not exceed $10.0 million at any one time outstanding;
      (7) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described in this prospectus under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”providedthat any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement; and
      (8) Liens securing Permitted Refinancing Indebtedness;providedthat any such Lien covers only the assets that secure the Indebtedness being refinanced.

“Permitted Refinancing Indebtedness” means any Indebtedness of Moog or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Moog or any of its Restricted Subsidiaries;providedthat:


	(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

	(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

	(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes or any Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes or such Note Guarantees on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

	(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded ispari passuin right of payment with the notes or any Note Guarantees, such Permitted Refinancing Indebtedness ispari passuwith, or subordinated in right of payment to, the notes or such Note Guarantees; and

	(5) such Permitted Refinancing Indebtedness is incurred either by Moog or by the Restricted Subsidiary that is an obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

“Registration Rights Agreement” means any registration rights agreement between Moog and the other parties thereto relating to the registration of the new notes under the Securities Act.

“Replacement Assets” means (1) non-current tangible assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting

Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Rating Services and its successors.

“Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:


	(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

	(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Supplemental Plan” means, collectively, the Moog Inc. Supplemental Retirement Plan and the Moog Inc. Supplemental Retirement Plan Trust, in each case, as in effect on the Issue Date or as may be amended from time to time with the approval of a majority of the disinterested members of the Board of Directors.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the date fixed for prepayment (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term of the notes to January 15, 2010;provided, however, that if the then remaining term of the notes to January 15, 2010 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that, if the then remaining term of the notes to January 15, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Unrestricted Subsidiary” means any Subsidiary of Moog that is designated by the Board of Directors of Moog, as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant described in this prospectus under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” and any Subsidiary of such Subsidiary.

“U.S. Government Obligations” means securities which are direct obligations of or non-callable obligations guaranteed by the United States of America for the payment of which obligations or guarantee the full faith and credit of the United States of America is pledged.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


	(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

	(2) the then outstanding principal amount of such Indebtedness.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain U.S. federal income tax ~~consequences~~considerations that may be relevant to the exchange of the ~~purchase,~~old notes for the new notes and the ownership and disposition by an initial beneficial owner of the Notes to initial purchasers thereof who are United States Holders (as defined below) and the principal United States federal income and estate tax consequences of the ownership of the Notes to initial purchasers who are Foreign Holders (as defined below).new notes. This discussion is based ~~on currently existing~~upon the provisions of the Internal Revenue Code of 1986, as amended (the ~~"Code"~~“Code”), ~~existing, temporary and proposed~~applicable Treasury ~~regulations~~Regulations promulgated thereunder, judicial authority and administrative ~~and judicial~~ interpretations, ~~thereof, all~~ as ~~in effect or proposed on~~of the date hereof, ~~and~~ all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. ~~This discussion does~~We cannot assure you that the Internal Revenue Service (“IRS”) will not ~~address~~challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to ~~subsequent purchasers~~obtain, a ruling from the IRS or an opinion of ~~Notes, and~~counsel with respect to the U.S. federal income tax consequences of acquiring, holding or disposing of the notes.

In this discussion, we do not purport to address all tax considerations that may be important to a particular holder in light of the holder’s circumstances, or to certain categories of investors that may be subject to special rules, such as financial institutions, insurance companies, regulated investment companies, tax-exempt organizations, dealers in securities or currencies, persons whose functional currency is not the U.S. dollar, partnerships or other pass-through entities for U.S. federal income tax purposes, U.S. expatriates, or persons who hold the notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction. This discussion is limited to ~~purchasers~~initial holders who purchased the old notes for cash at the original offering price and who hold the ~~Notes~~new notes as capital assets ~~within~~(generally for investment purposes). If a partnership holds old notes or new notes, the ~~meaning~~tax treatment of ~~section 1221~~a partner generally will depend upon the status of the ~~Code.~~partner and the activities of the partnership. This ~~discussion also~~summary does not ~~address the~~consider any tax consequences arising under United States federal gift and estate tax law (except to ~~Foreign~~the limited extent set forth in this prospectus under the caption “— Consequences to Non-U.S. Holders”) or under the laws of any foreign, state, local or other jurisdiction.

Any tax statement herein regarding any U.S. federal tax consequences is not intended or written to be used, and cannot be used, by any taxpayer for purpose of avoiding any penalties. Any such statement herein was written in connection with the marketing or promotion of the transaction to which the statement relates. Investors considering whether to exchange old notes for new notes should consult their own independent tax advisors regarding the application of the U.S. federal tax laws to their particular situations and the applicability and effect of state, local or foreign tax laws and tax treaties.

Consequences to U.S. Holders ~~that~~

You are a “U.S. Holder” for purposes of this discussion if you are a beneficial owner of a note and you are for U.S. federal income tax purposes:


	•	an individual who is a U.S. citizen or U.S. resident alien;

	•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	•	an estate whose income is subject to U.S. federal income taxation regardless of its source; or

	•	a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. Person.


	*Interest on the New Notes*

You will generally be required to recognize as ordinary income any interest paid or accrued on the new notes, in accordance with your regular method of accounting for U.S. federal income tax purposes.


	*Disposition of the New Notes*

You will generally recognize capital gain or loss on the sale, redemption, exchange, retirement or other taxable disposition of the new note. This gain or loss will equal the difference between your adjusted tax basis in the new note and the proceeds you receive for the new note, excluding any proceeds attributable to accrued interest which will be recognized as ordinary interest income to the extent you have not previously included the accrued interest in gross income. The proceeds you receive will include the amount of any cash and the fair market value of any other property received for the new note. Your adjusted tax basis in the new note will generally equal the amount you paid for the old note reduced by any principal payments received. Under current United States federal income tax ~~on a~~law, net ~~basis on income realized with respect to a Note because such income is effectively connected with the conduct~~long-term capital gains of anon-corporate U.S. ~~trade or business. Such Foreign~~ Holders (including individuals) are ~~generally taxed in a similar manner to United States Holders; however, certain special rules apply. Moreover, this discussion is~~eligible for ~~general information only, and does not address all~~taxation at preferential rates. The deductibility of ~~the tax consequences that~~capital losses may be relevant to particular initial purchasers in light of their personal circumstances, or to certain types of initial purchasers (such as certain financial institutions, insurance companies, tax-exempt entities, dealers in securities or persons who have hedged the risk of owning a Note). PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE APPLICABILITY OF ANY FEDERAL TAX LAWS OR ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND ANY CHANGES (OR PROPOSED CHANGES) IN APPLICABLE TAX LAWS OR INTERPRETATIONS THEREOF. United States Federal Income Taxation of United States Holders As used herein, the term "United States Holder" means a holder of a Note that is, for United States federal income tax purposes, (a) a citizen or resident of the United States, (b) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or (c) an estate or trust the income of which is subject to ~~United States federal income taxation regardless of source.~~ Payment of Interest on Notes Interest paid or payable on a Note will be taxable to a United States Holder as ordinary interest income, generally at the time it is received or accrued, in accordance with such holder's regular method of accounting for United States federal income tax purposes. Sale, Exchange or Retirement of the Notes Upon the sale, exchange, redemption, retirement at maturity or other disposition of a Note, a United States Holder will generally recognize taxable gain or loss equal to the difference between the sum of cash plus the fair market value of all other property received on such disposition (except to the extent such cash or property is attributable to accrued but unpaid interest, which will be taxable as ordinary income) and such United States Holder's adjusted tax basis in the Note. A United States Holder's adjusted tax basis in a Note generally will equal the cost of the Note to such United States Holder, less any principal payments received by such United States Holder. Gain or loss recognized on the disposition of a Note generally will be capital gain or loss and will be long-term capital gain or loss if, at the time of such disposition, the United States Holder's holding period for the Note is more than one year.limitation.


	*Exchange Offer*

The exchange of an old note for a ~~Note by~~new note pursuant to the exchange offer should not constitute a ~~United States Holder for~~material modification of the terms of an ~~Exchange Note~~old note and, therefore, should not constitute a taxable ~~exchange. Under certain proposed Treasury regulations issued in December 1992 relating~~event for U.S. federal income tax purposes. Accordingly, the exchange should have no U.S. federal income tax consequences to ~~modifications~~a U.S. Holder, so that the U.S. Holder’s holding period and ~~exchanges of debt instruments, any increase or decrease in the interest rate of the Notes resulting from an Exchange Offer not being consummated, or~~adjusted tax basis for a ~~Shelf Registration Statement not being declared effective, on or prior to the date that is six months after the Closing Date~~new note would not be ~~treated~~affected, and the U.S. Holder would continue to take into account income in respect of a new note in the same manner as ~~a taxable exchange, as such change in interest rate would occur pursuant to~~before the ~~original terms of the Notes. Backup Withholding~~exchange.


	*Information Reporting and Backup Withholding*

Information ~~Reporting Backup withholding and information~~ reporting ~~requirements may~~will apply to ~~certain~~ payments of ~~principal, premium, if any, and~~ interest on, ~~a Note, and to~~or the proceeds of the sale or ~~redemption~~other disposition of, ~~an obligation before maturity. The Company, its agent, a broker, the Trustee or any paying agent, as the case may be, will be required to withhold from any payment that is subject to~~new notes held by you, and backup withholding (currently at a ~~tax equal to 31%~~rate of ~~such payment if a United States Holder fails to furnish his~~28%) may apply unless you provide your taxpayer identification number, ~~(social security~~certified under penalties of perjury, as well as certain other information or ~~employer identification number), certify that such number is correct, certify that such holder is~~otherwise establish an exemption from backup withholding. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. Backup withholding ~~or otherwise comply with the applicable requirements of the backup withholding rules. Certain United States Holders, including all corporations, are~~is not ~~subject to backup withholding and reporting requirements.~~an additional tax. Any ~~amounts~~amount withheld under the backup withholding rules ~~from a payment to a~~ ~~United States Holder will be allowed~~is allowable as a credit against ~~such United States Holder's United States~~your U.S. federal income tax liability, if any, and a refund may be obtained if the amounts withheld exceed your actual U.S. federal income tax liability and you provide the required information or appropriate claim form to the IRS.

Consequences to Non-U.S. Holders

You are a “Non-U.S. Holder” for purposes of this discussion if you are a beneficial owner of notes that is neither a U.S. Holder nor a partnership or other pass through entity for U.S. federal income tax purposes.


	*Interest on the New Notes*

Payments of interest on the notes generally will be exempt from U.S. federal income tax and ~~may entitle~~withholding tax under the ~~holder~~“portfolio interest” exemption if you properly certify as to your foreign status as described below, and:


	•	you do not own, actually or constructively, 10% or more of the combined voting power of all classes of stock entitled to vote; and

	•	you are not a “controlled foreign corporation” that is related to us.

The exchange of an old note for a ~~refund, provided that the required information is furnished~~new note pursuant to the ~~Internal Revenue Service ("IRS"). United States Federal Income Taxation of Foreign Holders As used herein, the term "Foreign Holder" means a holder of a Note that is, for United States~~exchange offer should have no U.S. federal income tax ~~purposes, (i)~~consequences to a ~~nonresident alien individual, (ii) a foreign corporation, (iii) a nonresident alien fiduciary~~Non-U.S. Holder. Accordingly, the Non-U.S. Holder should continue to take into account income in respect of a ~~foreign estate or trust or (iv) a foreign partnership one or more~~new note in the same manner as before the exchange.

The portfolio interest exemption and several of the ~~members of which is,~~special rules for ~~United States federal income tax purposes, a nonresident alien individual, a~~Non-U.S. Holders described below generally apply only if you appropriately certify as to your foreign ~~corporation or a nonresident alien fiduciary of a foreign estate or trust. Payment of Interest on Notes In general, payments of interest received~~status. You can generally meet

this certification requirement by a Foreign Holder will not be subject to a United States federal withholding tax, provided that (a)(i) the Foreign Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (ii) the Foreign Holder is not a controlled foreign corporation that is related to the Company actually or constructively through stock ownership (iii) the Foreign Holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code, and (iv) either (x) the beneficial owner of the Note, under penalties of perjury, provides the Company or its agent with such beneficial owner's name and address and certifies on IRS Form W-8 (or a suitable substitute form) that it is not a United States Holder or (y) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business (a "financial institution") holds the Note and provides a statement to the Company or its agent under penalties of perjury in which it certifies that such an IRS Form W-8 (or a suitable substitute) has been received by it from the beneficial owner of the Notes or qualifying intermediary and furnishes the Company or its agent a copy thereof or (b) the Foreign Holder is entitled to the benefits of an income tax treaty under which interest on the Notes is exempt from United States withholding tax and the Foreign Holder of such Foreign Holder's agent providesproviding a properly executed IRS Form ~~1001 claiming~~W-8BEN or appropriate substitute form to us or our paying agent certifying under penalty of perjury that you are not a U.S. person. If you hold the ~~exemption. Payments~~new notes through a financial institution or other agent acting on your behalf, you may be required to provide appropriate certifications to the agent. Your agent will then generally be required to provide appropriate certifications to us or our paying agent, either directly or through other intermediaries. Special rules apply to foreign partnerships, estates and trusts, and in certain circumstances certifications as to foreign status of partners, trust owners or beneficiaries may have to be provided to us or our Paying Agent. In addition, special rules apply to qualified intermediaries that enter into withholding agreements with the IRS.

If you cannot satisfy the requirements described above, payments of interest ~~not exempt from United States federal withholding tax as described above~~made to you will be subject to ~~such~~the 30% U.S. federal withholding tax, atunless you provide us with a properly executed IRS Form W-8BEN (or successor form) claiming an exemption from (or a reduction of) withholding under the ~~rate~~benefit of ~~30% (subject to reduction~~a tax treaty, or the payments of interest are effectively connected with your conduct of a trade or business in the United States and you meet the certification requirements described below. See the discussion in this prospectus under ~~an applicable income tax treaty). Sale, Exchange~~the caption “— Income or ~~Retirement of the Notes A Foreign Holder~~Gain Effectively Connected with a U.S. Trade or Business.”


	*Disposition of New Notes*

You generally will not be subject to ~~United States~~U.S. federal income tax (and generally no tax will be withheld) ~~with respect to~~on any gain realized on the sale, redemption, exchange, ~~redemption,~~ retirement ~~at maturity~~ or other taxable disposition of ~~Notes, unless~~a new note unless:


	•	the gain is effectively connected with the conduct by you of a U.S. trade or business (and in the case of an applicable tax treaty, attributable to your permanent establishment in the United States); or

	•	you are an individual who has been present in the United States for 183 days or more in the taxable year of disposition and certain other requirements are met.

The exchange of an old note for a new note pursuant to the ~~Foreign~~exchange offer should have no U.S. federal income tax consequences to a Non-U.S. Holder. Accordingly, the Non-U.S. Holder should continue to take into account income in respect of a new note in the same manner as before the exchange.


	*Income or Gain Effectively Connected with a U.S. Trade or Business*

If any interest on the notes or gain from the sale, exchange or other taxable disposition of the notes is effectively connected with a U.S. trade or business conducted by you (and in the case of an ~~individual who is present~~applicable treaty, attributable to your permanent establishment in the United ~~States for~~States), then the income or gain will be subject to U.S. federal income tax at regular graduated income tax rates, but will not be subject to withholding tax if certain certification requirements are satisfied. You can generally meet the certification requirements by providing a ~~period~~properly executed IRS Form W-8ECI or ~~periods aggregating 183~~appropriate substitute form to us, or ~~more days~~our paying agent. If you are a corporation, the portion of your earnings and profits that is effectively connected with your U.S. trade or business (and, in the ~~taxable year~~case of ~~the disposition and, generally, either has a "tax home" or~~ an ~~"office or other fixed place of business"~~applicable tax treaty, attributable to your permanent establishment in the United ~~States. Backup Withholding~~States) also may be subject to an additional “branch profits tax” at a 30% rate, although an applicable tax treaty may provide for a lower rate.


	*U.S. Federal Estate Tax*

If you are an individual and ~~Information Reporting Backup withholding and information reporting requirements do not apply to payments of~~qualify for the portfolio interest ~~made by~~exemption under the ~~Company or a paying agent to Foreign Holders if the certification~~rules described above, ~~under "United States Taxation of Foreign Holders -- Payment of Interest on Notes" is received, provided that~~ the ~~payor does not have actual knowledge that the holder is a United States Holder. If any payments of principal and interest are made to the beneficial owner of a Note~~new notes held or treated as held by or through the foreign office of a foreign custodian, foreign nominee or other foreign agent of such beneficial owner, or if the foreign office of a foreign "broker" (as defined in applicable Treasury regulations) pays the proceeds of the sale of a Note or a coupon to the seller thereof, backup withholding and information reportingyou will not ~~apply. Information reporting requirements (but not backup withholding) will apply, however, to a payment by a foreign office~~be included in your estate for U.S. federal estate tax purposes, unless the income on the new notes is, at the time of ~~a broker that is a United States person, that derives 50% or more of its gross income for certain periods from the~~your death, effectively connected with your conduct of a trade or business in the United ~~States,~~States.


	*Information Reporting and Backup Withholding*

Payments to Non-U.S. Holders of interest on a new note, and amounts withheld from such payments, if any, generally will be required to be reported to the IRS and to you.

Backup withholding tax generally will not apply to payments of interest and principal on a note to a Non-U.S. Holder if certification such as an IRS Form W-8BEN described in this prospectus under the caption “— Consequences to Non-U.S. Holders — Interest on the New Notes” is duly provided by the holder or the holder otherwise establishes an exemption, provided that we do not have actual knowledge or reason to know that the holder is a ~~"controlled foreign corporation" (generally, a foreign corporation controlled by certain~~ United States ~~shareholders) with respect~~person.

Payment of the proceeds of a sale of a new note effected by the U.S. office of a U.S. or foreign broker will be subject to information reporting requirements and backup withholding unless you properly certify under penalties of perjury as to your foreign status and certain other conditions are met or you otherwise establish an exemption. Information reporting requirements and backup withholding generally will not apply to any payment of the proceeds of the sale of a note effected outside the United States by a foreign office of a broker. However, unless ~~the~~such a broker has documentary evidence in its records that ~~the holder is~~you are a ~~Foreign~~Non-U.S. Holder and certain other conditions are met, or you otherwise establish an exemption, information reporting will apply to a payment of the ~~holder otherwise establishes an exemption. Payment by~~proceeds of the sale of a note effected outside the United States ~~office of~~by such a broker if it:


	•	is a United States Person;

	•	derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;

	•	is a controlled foreign corporation for U.S. federal income tax purposes; or

	•	is a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by U.S. persons or is engaged in the conduct of a U.S. trade or business.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules may be credited against your U.S. federal income tax liability and any excess may be refundable if the proper information is provided to the IRS.

The preceding discussion of certain U.S. federal income tax considerations is for general information only and is not intended as tax advice to any particular investor. Each prospective investor should consult its own independent tax advisor regarding its particular situation and the federal, state, local and foreign tax consequences of receiving, holding and disposing of the new notes, including the consequences of any proposed change in applicable laws.

PLAN OF DISTRIBUTION

Based upon existing interpretations of the Securities Act by the staff of the Commission set forth in no action letters issued to unrelated third parties, and subject to ~~both backup withholding at a rate~~the immediately following sentence, we believe that the new notes that will be issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by the holders thereof without further compliance with the registration and prospectus delivery provisions of ~~31% and information reporting unless~~ the ~~holder certifies~~Securities Act. However, any purchaser of notes who (1) is an “affiliate” (within the meaning of Rule 405 under ~~penalties~~the Securities Act) of ~~perjury that it~~the issuers, (2) has an arrangement or understanding to participate in the distribution (within the meaning of the Securities Act) of the new notes, (3) is a ~~Foreign Holder, or otherwise establishes an exemption. The foregoing description~~broker-dealer (within the meaning of the ~~procedures for withholding tax on interest payments,~~Securities Act) that acquired old notes directly from an issuer and ~~associated backup withholding and information reporting rules, are currently being reviewed by~~is participating or intends to participate in the ~~IRS and are expected to be~~distribution (as so defined) of the ~~subject of~~ new proposed regulations. The expected proposed regulations may propose changes to the treatment of Foreign Holders described above. Federal Estate Taxes Subject to applicable estate tax treaty provisions, Notes held at the time of death (or theretofore transferred subject to certain retained rightsnotes, or ~~powers) by an individual who at the time of death~~(4) is a ~~Foreign Holder~~broker-dealer (within the meaning of the Securities Act) that will receive new notes in exchange for old notes acquired for its own account as a result of market-making or other trading activities and is participating or intends to participate in the distribution (as so defined) of the new notes: (x) will not be ~~included in such Foreign Holder's gross estate for United States federal estate tax purposes provided that~~able to rely on the ~~individual does not actually or constructively own 10% or more~~interpretations by the staff of the ~~total combined voting power of all classes of stock~~Commission set forth in the above mentioned no action letters; (y) will not be able to tender its original notes in the exchange offer; and (z) must comply with the registration and prospectus delivery requirements of the ~~Company entitled to vote or hold the Notes~~Securities Act in connection with ~~a U.S. trade~~any sale or ~~business.~~ ~~PLAN OF DISTRIBUTION~~transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.

Each broker-dealer that receives ~~New Notes~~new notes, in exchange for old notes where those old notes were acquired by the broker-dealer for its own account ~~pursuant~~as a result of market-making activities or other trading activities, in an exchange offer may be deemed to be an “underwriter” within the ~~Exchange Offer~~meaning of the Securities Act and must acknowledge that it will deliver a prospectus in connection with any resale of ~~such New Notes. This Prospectus,~~those new notes. The letter of transmittal that accompanies this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, ~~may be used by a broker-dealer~~ in connection with resales of ~~New Notes~~new notes received in exchange for ~~Old Notes~~old notes where ~~such Old Notes~~those old notes were acquired by the broker-dealer for its own account as a result of market-making activities or other trading activities. ~~The Company has~~We have agreed, ~~that~~if requested by such a broker-dealer, to use commercially reasonable efforts to keep the registration statement of which this prospectus is a part continuously effective for a period ~~of 90~~not to exceed 180 business days after the ~~Expiration Date, it~~date on which the applicable exchange offer is consummated, or such longer period if extended under certain circumstances, or such earlier date as all such requesting broker-dealers have notified us in writing that all such requesting broker-dealers have resold all new notes acquired in the applicable exchange offer. We will ~~make this Prospectus,~~provide copies of the prospectus, as amended or supplemented ~~available~~from time to time, to any broker-dealer ~~for use~~promptly upon request at any time during such 180-day (or shorter or longer as provided in ~~connection with any~~the preceding sentence) period in order to facilitate such resales. ~~The Company~~

We will not receive any proceeds from any sale of ~~New Notes~~new notes by broker-dealers. New ~~Notes~~notes received by ~~broker- dealers~~broker-dealers for their own account ~~pursuant to~~in the ~~Exchange Offer~~exchange offers may be sold from time to time in one or more ~~transactions~~transactions. These sales may be made in the over-the-counter market, in negotiated transactions, through the writing of options on the ~~New Notes~~new notes or a combination of ~~such~~these methods of resale, and may be at market prices prevailing at the time of resale, at prices related to ~~such~~the prevailing market prices or negotiated prices. Any ~~such~~ resale of this kind may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any ~~such broker-dealer~~of these broker-dealers and/or the purchasers of any ~~such New Notes.~~of these new notes. Any broker-dealer that resells ~~New Notes that were received by it for its own account pursuant to~~ the ~~Exchange Offer and any broker or dealer that participates in a distribution of such New Notes~~new notes may be deemed to be an ~~"underwriter"~~underwriter within the meaning of the Securities ~~Act and~~Act. If this is the case, any profit onof any ~~such resale~~ of ~~New Notes and~~these resales of new notes any commissions or concessions received by any ~~such~~of these persons may be deemed to be underwriting compensation under the Securities Act. The ~~Letter~~letter of ~~Transmittal~~transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an ~~"underwriter"~~underwriter within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer (including certain expenses of one counsel for certain holders of the notes subject to the registration rights agreement), other than commissions and concessions of any brokers or dealers. We have also agreed to indemnify the holders of the old notes, including any participating broker-dealer, against various liabilities, including liabilities under the Securities Act.

LEGAL MATTERS ~~Certain legal matters~~

Unless otherwise indicated in ~~connection with the Exchange Offer are being passed upon for the Company by Phillips, Lytle, Hitchcock, Blaine & Huber,~~this prospectus, Hodgson Russ LLP, Buffalo, New ~~York. John B. Drenning, Secretary~~York will provide us with an opinion regarding the validity of the ~~Company,~~notes offered hereby. John Drenning, our Corporate Secretary, is a partner in ~~Phillips, Lytle, Hitchcock, Blaine & Huber~~Hodgson Russ LLP. He and ~~a shareholder~~other attorneys in that firm beneficially own an aggregate of ~~the Company.~~ approximately 9,433 shares of Class A common stock.

EXPERTS

The consolidated financial statements ~~and schedule~~ of Moog Inc. appearing in Moog Inc.’s Annual Report (Form 10-K) for the year ended September 24, 2005 (including the financial statement schedule appearing therein), and Moog Inc. management’s assessment of the effectiveness of internal control over financial reporting as of September ~~30, 1994 and 1995 and for each~~24, 2005 included therein (which did not include an evaluation of the ~~years in~~internal control over financial reporting of the ~~three-year period ended September 30, 1995~~Power and Data Technologies Group of the Kaydon Corporation and FCS Control Systems), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, which as to the report on internal control over financial reporting contains an explanatory paragraph describing the above referenced exclusion of the Power and Data Technologies Group of the Kaydon Corporation and FCS Control Systems from the scope of management’s assessment and such firm’s audit of internal control over financial reporting, included therein, and incorporated herein by reference. Such financial statements and ~~in the Registration Statement~~management’s assessment have been incorporated herein by reference in reliance ~~on the~~upon such reports ~~of KPMG Peat Marwick LLP, independent certified public accountants, and Coopers & Lybrand, independent public~~ ~~accountants, appearing elsewhere herein and in the Registration Statement, and upon~~given on the authority of ~~said firms~~such firm as experts in accounting and auditing. ~~The report of KPMG Peat Marwick LLP covering the September 30, 1994 consolidated financial~~

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements ~~refers to changes in the method of accounting for income taxes and postretirement benefits other than pensions.~~ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Consolidated Condensed Statements of Income Three Months Ended March 31, 1995 and 1996 (unaudited) F-2 Consolidated Condensed Statements of Income Six Months Ended March 31, 1995 and 1996 (unaudited) F-3 Consolidated Condensed Balance Sheets September 30, 1995 and March 31, 1996 (unaudited) F-4 Consolidated Condensed Statements of Cash Flows Six Months Ended March 31, 1995 and 1996 (unaudited) F-5 Notes to Consolidated Condensed Financial Statements (unaudited) F-6 Reports of Independent Auditors F-11 Consolidated Statements of Income Years Ended September 30, 1993, 1994 and 1995 F-17 Consolidated Balance Sheets September 30, 1994 and 1995 F-18 Consolidated Statements of Cash Flows Years Ended September 30, 1993, 1994 and 1995 F-20 Consolidated Statements of Shareholders' Equity Years Ended September 30, 1993, 1994 and 1995 F-22 Notes to Consolidated Financial Statements F-24 F-1 MOOG INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (dollars in thousands, except per share data) Unaudited Three Months Ended March 31 1995 1996 NET SALES $ 91,372 $ 106,822 OTHER INCOME 351 838 _________ ________ 91,723 107,660 _________ ________ COSTS AND EXPENSES Cost of sales 63,213 74,498 Research and development expenses 4,139 4,680 Selling, general and administrative expenses 17,547 19,629 Interest expense 4,312 4,344 Foreign exchange gain (77) (108) Other expenses 118 186 ________ ________ 89,252 103,229 ________ ________ EARNINGS BEFORE INCOME TAXES 2,471 4,431 INCOME TAXES 508 1,387 ________ ________ NET EARNINGS $ 1,963 $ 3,044 ========= ========= EARNINGS PER COMMON SHARE $ .25 $ .40 ========= ========= AVERAGE COMMON SHARES OUTSTANDING 7,720,052 7,673,405 ========= ========= See accompanying notes to Consolidated Condensed Financial Statements. F-2 MOOG INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (dollars in thousands, except per share data) Unaudited Six Months Ended March 31 1995 1996 NET SALES $ 178,289 $ 200,055 OTHER INCOME 920 1,356 __________ __________ 179,209 201,411 __________ __________ COSTS AND EXPENSES Cost of sales 125,106 139,205 Research and development expenses 8,292 8,685 Selling, general and administrative expenses 33,057 37,443 Interest expense 8,699 8,301 Foreign exchange gain (67) (152) Other expenses 176 272 __________ __________ 175,263 193,754 __________ __________ EARNINGS BEFORE INCOME TAXES 3,946 7,657 INCOME TAXES 799 2,263 __________ __________ NET EARNINGS $ 3,147 $ 5,394 ========== ========== EARNINGS PER COMMON SHARE $ .41 $ .70 ========== ========== AVERAGE COMMON SHARES OUTSTANDING 7,719,735 7,700,456 ========== ========== See accompanying notes to Consolidated Condensed Financial Statements. F-3 MOOG INC. CONSOLIDATED CONDENSED BALANCE SHEETS (dollars in thousands) Audited Unaudited As of As of September 30, March 31, 1995 1996 ASSETS CURRENT ASSETS Cash and cash equivalents $ 7,576 $ 9,749 Receivables, net 148,915 149,664 Inventories (note 5) 86,176 97,423 Deferred income taxes 16,816 17,396 Prepaid expenses and other current assets 2,275 2,271 ________ ________ TOTAL CURRENT ASSETS 261,758 276,503 PROPERTY, PLANT AND EQUIPMENT, net 139,131 135,335 INTANGIBLE ASSETS, net 16,310 18,748 OTHER ASSETS 7,758 7,817 ________ ________ TOTAL ASSETS $424,957 $438,403 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 6,606 $ 4,919 Current installments of long-term debt and convertible subordinated debentures (note 3) 7,080 11,211 Accounts payable 25,781 25,048 Accrued salaries, wages and commissions 21,065 22,986 Contract loss reserves 12,872 10,990 Other accrued liabilities 11,433 17,691 Customer advances 9,936 10,396 ________ ________ TOTAL CURRENT LIABILITIES 94,773 103,241 LONG-TERM DEBT, less current installments (note 3) 158,075 161,583 LONG-TERM PENSION OBLIGATION 23,794 24,761 OTHER LONG-TERM LIABILITIES 430 132 DEFERRED INCOME TAXES 19,674 19,605 CONVERTIBLE SUBORDINATED DEBENTURES, less current installments (note 3) 18,000 16,600 F-4 Audited Unaudited As of As of September 30, March 31, 1995 1996 MINORITY INTEREST IN SUBSIDIARY COMPANY 1,575 1,506 ________ ________ TOTAL LIABILITIES 316,321 327,428 ________ ________ COMMITMENTS AND CONTINGENCIES - - SHAREHOLDERS' EQUITY (note 8) Preferred stock 100 100 Common stock 9,134 9,134 Other shareholders' equity 99,402 101,741 ________ ________ TOTAL SHAREHOLDERS' EQUITY 108,636 110,975 ________ ________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $424,957 $438,403 ======== ======== See accompanying notes to Consolidated Condensed Financial Statements. F-5 MOOG INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (dollars in thousands) Unaudited Six Months Ended March 31 1995 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 3,147 $ 5,394 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 9,834 9,913 Provisions for losses 951 2,595 Deferred income taxes 1,323 (348) Other (17) 99 Changes in assets and liabilities providing (using) cash: Receivables (9,119) (2,669) Inventories (4,312) (13,231) Prepaid expenses and other assets 2,071 (638) Accounts payable and accrued expenses (1,664) 5,334 Other liabilities 543 1,370 Accrued income taxes 689 489 Customer advances (2,429) 464 ________ ________ NET CASH PROVIDED BY OPERATING ACTIVITIES 1,017 8,772 ________ ________ CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Ultra servovalve product line, net of cash acquired (note 6) - (5,012) Purchase of property, plant and equipment (3,549) (4,775) Proceeds from sale of assets 219 82 Other 153 132 ________ ________ NET CASH USED BY INVESTING ACTIVITIES (3,177) (9,573) ________ ________ CASH FLOWS FROM FINANCING ACTIVITIES Net decrease in notes payable (2,894) (1,956) Net proceeds from revolving lines of credit 5,000 7,475 Proceeds from issuance of long-term debt 4,610 3,194 Payments on long-term debt (4,342) (2,590) Redemption of convertible subordinated debentures (1,400) (1,400) Dividends paid (5) (5) Common stock repurchase - (1,600) Proceeds from issuance of treasury stock 14 30 ________ ________ NET CASH PROVIDED BY FINANCING ACTIVITIES 983 3,148 ________ ________ Effect of exchange rate changes on cash 153 (174) ________ ________ F-6 Six Months Ended March 31 1995 1996 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,024) 2,173 Cash and cash equivalents at beginning of period 7,561 7,576 ________ ________ Cash and cash equivalents at end of period $ 6,537 $ 9,749 ======== ======== See accompanying notes to Consolidated Condensed Financial Statements. F-7 MOOG INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands except share data) Unaudited 1. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements fairly present the financial position of Moog Inc. as of March 31, 1996 and the results of its operations and cash flows for the three and six months ended March 31, 1996 and 1995. The results of operations for the six month period ended March 31, 1996 are not necessarily indicative of the results expected for the full year. Certain reclassifications have been made to conform the 1995 financial statementsinformation with the current year presentation. 2. On May 14, 1996, the Company completed a recapitalization (the "Recapitalization") which is expected to increase its operating and financial flexibility. The principal elements of the Recapitalization were: (1) The amendment on May 13, 1996 and March 22, 1996 of the Company's secured U.S. revolving credit and term loan facility (the "Bank Credit Facility")SEC pursuant to ~~which~~ the ~~lenders thereunder consented to consummation~~Securities Exchange Act of 1934, or the ~~Recapitalization~~“Exchange Act.” You may read and the parties agreed to amend certain financial covenants. (2) The redemption (the "Debenture Redemption") on April 26, 1996 of the Company's 9-7/8% Convertible Subordinated Debentures due 2006 (the "9-7/8% Convertible Debentures") using funds available under the Bank Credit Facility. Of the total principal balance outstanding of $18,000 on April 26, 1996, principal of $17,858 was redeemed with $142 of principal converted into 6,204 Class A Common shares. (3) The completion on May 14, 1996 of a $120,000 offering (the "Offering") of 10% Senior Subordinated Notes due 2006 (the "Notes"), the proceeds of which were approximately $116,250 million net of discounts, commissions and estimated expenses of the Offering. The Notes have a single maturity with the aggregate principal amount due on May 1, 2006. The Notes are redeemablecopy any document we file at the ~~option of~~SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the ~~Company, in whole or in part,~~SEC at any time on or after May 1, 2001 initially at 105% of their principal amount, plus accrued interest, declining ratably to 100% of their principal amount, plus accrued interest, on or after May 1, 2003. The Company used such net proceeds to: (a) Repurchase 714,600 shares of its Class A Common Stock, representing 11.8% of the outstanding shares of Class A Common Stock (9.3% of total Common Stock outstanding), from Seneca Foods Corporation1-800-SEC-0330 for ~~a purchase price of $12,863, or $18 per share; F-8~~ ~~(b) Prepay in its entirety the principal balance of $16,400~~further information on the ~~Company's 10-1/4% Senior Secured Note due 2001 (the "10-1/4% Note"); (c) Repay approximately $86,481 of its revolving borrowings under~~public reference room. Our SEC filings are available to the ~~Bank Credit Facility, which includes $17,858 borrowed for~~public over the Debenture Redemption; and (d) Pay prepayment and amendment fees of $506 incurred in connection with the Recapitalization. The Offering was made under Rule 144A and Regulation S of the Securities Act of 1933. Accordingly, the Notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has entered into an agreement to exchange the Notes for new notes that will be registered under the Securities Act of 1933. The exchange will be made only by means of a prospectus. 3. The following proforma income statement amounts show the effect for the six month period ended March 31, 1996 assuming that the Notes had been sold on October 1, 1995 and that net proceeds of $116,250 were used to repurchase 714,600 shares of the Company's Class A Common Stock for $12,863, prepay the balance then outstanding of $18,350 on the 10-1/4% Note, redeem $19,258 of the 9-7/8% Convertible Debentures, pay prepayment and amendment fees of $557 on the 10-1/4% Note and the Bank Credit Facility, with the remainder used to repay outstanding revolving borrowings under the Bank Credit Facility of $65,222. The proforma adjustments assume $142 in principal of the 9-7/8% Convertible Debentures was converted into 6,204 shares of Class A Common Stock. The reduction in net earnings for the proforma period reflects the net increase in interest and amortization expenses associated with Recapitalization. The prepayment fee and the write off of deferred debt issue costs associated with the 10-1/4% Note (see note 4) have not been reflected in the proforma income statement amounts. The proforma financial information does not purport to represent the Company's results of operations if the Recapitalization had in fact been consummated on October 1, 1995. Six Months Ended March 31, 1996 Actual Proforma Net sales $ 200,055 $ 200,055 Earnings before income taxes 7,657 6,110 Earnings after income taxes 5,394 4,419 Earnings per share $ .70 $ .63 Average shares outstanding 7,700,465 6,992,069 F-9 The proforma summary balance sheet information is provided assuming the transaction had taken place on March 31, 1996. The proforma balance sheet information reflects the sale of $120,000 in Notes and the application of the estimated net proceeds of $116,250 therefrom to repurchase 714,600 shares of the Company's Class A Common Stock for $12,863, prepay the balance outstanding on the 10-1/4% Note of $17,100, redeem $17,858 of the 9-7/8% Convertible Debentures, pay prepayment and amendment fees of $525, with the remainder of $67,904 used to reduce the outstanding balance on the Bank Credit Facility. The proforma amounts also reflect the reduction in shareholders' equity that would result from the after-tax write-off of deferred debt issue costs ($246), and prepayment fees ($280) associated with the Note Prepayment (see note 4). March 31, 1996 Actual Proforma Total Assets $ 438,403 $ 441,843 ========== ========== Other liabilities $ 133,115 $ 132,825 Senior debt 176,313 91,290 9-7/8% Convertible Debentures 18,000 - Senior subordinated debt - 120,000 Shareholders' equity 110,975 97,728 __________ __________ Total Liabilities and Shareholders' Equity $ 438,403 $ 441,843 ========== ========== 4. In connection with the May 1996 prepayment in its entirety of the 10-1/4% Note, the Company incurred a prepayment fee and wrote off the related deferred debt issue costs. The estimated after-tax charge of $510 will be reported in the third quarter of fiscal 1996 as an extraordinary item. 5. Inventories are statedInternet at the lower of cost or market using the first-in, first-out (FIFO) method of valuation. Inventories are comprised of the following: September 30 March 31 1995 1996 Raw materials and purchased parts $23,028 $28,489 Work in process 52,839 56,568 Finished goods 10,309 12,366 _______ _______ $86,176 $97,423 ======= ======= 6. On December 15, 1995 the Company purchased, for $5,012 net of cash acquired, the servovalve product line assets of Ultra Hydraulics Limited ("Ultra")SEC’s web site athttp://www.sec.gov. ~~This product line traces its history back to a license granted by Moog in the F-10~~ 1950's. Over the past thirty years, the Ultra product line has benefited from numerous refinements to the original Moog designs and has developed a valuable customer network. Ultra, located in the United Kingdom, had worldwide sales of just under $5,000 in its latest fiscal year. 7. In addition to the cash flow information provided in the Consolidated Condensed Statements of Cash Flows, the following supplemental cash flow data is provided: Six Months Ended March 31 1995 1996 Cash paid (received) during the period for: Interest $7,925 $5,940 Income taxes (3,385) 1,608 Non cash investing and financing activities: Leases capitalized, net of leases terminated 176 597 8. The changes in shareholders' equity for the six months ended March 31, 1996 are summarized as follows:

~~F-12~~ REPORT OF INDEPENDENT AUDITORS Shareholders and Board of Directors of Moog Inc.: We have audited the accompanying consolidated balance sheets of Moog Inc. and subsidiaries as of September 30, 1994 and 1995, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended September 30, 1995. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of certain wholly-owned consolidated subsidiaries, which statements reflect total assets constituting 13% as of September 30, 1994 and 1995, and total net sales constituting 22%, 18% and 17% of the related consolidated totals for the years ended September 30, 1993, 1994 and 1995, respectively. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such consolidated subsidiaries, is based solely on the reports of the other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Moog Inc. and subsidiaries as of September 30, 1994 and 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 1995, in conformity with generally accepted accounting principles. As discussed in Notes 1 and 9 to the consolidated financial statements, the Company changed its method of accounting for income taxes in 1994 to adopt the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." As discussed in Note 11, the Company has also adopted the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" in 1994. KPMG PEAT MARWICK LLP Buffalo, New York November 22, 1995 F-13 REPORT OF INDEPENDENT AUDITORS MOOG INC. East Aurora, New York 14052-0018 U. S. A. November 22, 1995 The Board of Directors Moog Inc.: We have audited the consolidated balance sheets of Moog GmbH (a wholly-owned subsidiary of Moog Inc.) and subsidiary (Moog Italiana SRL) as of September 30, 1994 and 1995, and the related consolidated statements of income, shareholder's equity, and cash flows for each of the years in the three-year period ended September 30, 1995 (not presented separately herein). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Moog GmbH and subsidiary as of September 30, 1994 and 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 1995, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purposes of forming an opinion on the consolidated financial statements taken as a whole, the supplemental information in exhibits A through H and Schedule 1 through 22 are presented for purposes of additional analysis and are not a required part of the basic financial statements (not presented separately herein). Such information has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated financial statements taken as whole. Coopers & Lybrand GmbH Wirtschaftsptufungsgesellschaft F-14 REPORT OF INDEPENDENT AUDITORS The Board of Directors Moog Inc. East Aurora New York USA November 22, 1995 Dear Sirs: We have audited the consolidated balance sheets of Moog Controls Limited (a wholly-owned subsidiary of Moog Inc.) and subsidiaries as of September 30, 1994 and 1995, and the related consolidated statements of income, shareholder's equity, and cash flows for each of the years in the three-year period ended September 30, 1995 (not presented separately herein). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Moog Controls Limited and subsidiaries as of September 30, 1994 and 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 1995, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The supplemental information in Schedules marked by us as "For identification purposes only" are presented for purposes of additional analysis and may not be a required part of the basic financial statements (not presented separately herein). Such information has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects so far as the information in them relates to the basic consolidated financial statements taken as whole. Coopers & Lybrand Chartered Accountants Gloucester, UK F-15 MOOG INC. CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands except per share data) Years ended September 30, 1993 1994 1995 NET SALES $293,680 $307,370 $374,284 OTHER INCOME 2,663 2,489 2,166 _______ _______ _______ 296,343 309,859 376,450 _______ _______ _______ COSTS AND EXPENSES Cost of sales 206,985 213,530 265,033 Research and development expenses 16,128 18,668 15,783 Selling, general and administrative expenses 52,723 58,324 68,457 Interest expense 10,974 11,402 17,492 Foreign currency exchange loss (gain) 60 (451) 143 Other expenses 853 665 752 Inventory obsolescence charge (note 4) -- 2,574 -- Restructuring charges (note 10) -- 2,107 -- _______ _______ _______ 287,723 306,819 367,660 _______ _______ _______ EARNINGS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 8,620 3,040 8,790 INCOME TAXES (note 9) 3,502 1,422 1,029 _______ _______ _______ EARNINGS BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 5,118 1,618 7,761 EXTRAORDINARY ITEM, LOSS FROM EARLY EXTINGUISHMENT OF DEBT, NET OF INCOME TAXES OF $119 (note 7) (357) -- -- CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (note 9) -- 505 -- _______ _______ _______ NET EARNINGS $ 4,761 $ 2,123 $ 7,761 ======= ======= ======= EARNINGS PER COMMON SHARE: Before extraordinary item and cumulative effect of change in accounting principle $.66 $.21 $1.00 Extraordinary item (.04) -- -- Cumulative effect of change in accounting principle -- .06 -- _______ _______ _______ Earnings per Common Share $.62 $.27 $1.00 ========= ========= ========= AVERAGE COMMON SHARES OUTSTANDING 7,713,465 7,714,444 7,721,927 See accompanying Notes to Consolidated Financial Statements. F-16 MOOG INC. CONSOLIDATED BALANCE SHEETS (dollars in thousands) As of September 30, 1994 1995 ASSETS CURRENT ASSETS Cash and cash equivalents $7,561 $7,576 Receivables, net (note 3) 144,197 148,915 Inventories (note 4) 78,642 86,176 Deferred income taxes 15,392 16,816 Prepaid expenses and other current assets 8,445 2,275 _______ _______ TOTAL CURRENT ASSETS 254,237 261,758 PROPERTY, PLANT AND EQUIPMENT, net (notes 5, 7, and 8) 146,472 139,131 INTANGIBLE ASSETS, net of accumulated amortization of $1,520 in 1994, and $3,213 in 1995 18,154 16,310 OTHER ASSETS 5,593 7,758 _______ _______ TOTAL ASSETS $424,456 $424,957 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable (note 6) $9,569 $6,606 Current installments of long-term debt and convertible subordinated debentures (note 7) 15,201 7,080 Accounts payable 21,339 25,781 Accrued salaries, wages and commissions 20,641 21,065 Contract loss reserves 14,964 12,872 Other accrued liabilities 11,605 11,433 Customer advances 10,070 9,936 _______ _______ TOTAL CURRENT LIABILITIES 103,389 94,773 LONG-TERM DEBT, excluding current installments (note 7) 160,006 158,075 LONG-TERM PENSION OBLIGATION (note 11) 20,093 23,794 OTHER LONG TERM LIABILITIES 1,195 430 DEFERRED INCOME TAXES 16,671 19,674 CONVERTIBLE SUBORDINATED DEBENTURES, excluding current installments (note 7) 19,400 18,000 MINORITY INTEREST IN SUBSIDIARY COMPANY 1,518 1,575 _______ _______ TOTAL LIABILITIES 322,272 316,321 _______ _______ F-17 As of September 30, 1994 1995 COMMITMENTS AND CONTINGENCIES (note 16) -- -- SHAREHOLDERS' EQUITY (notes 11, 12, and 13) 9% Series B Cumulative, Convertible, Exchangeable Preferred stock -- Par Value $1.00 Authorized 200,000 shares. Issued 100,000 shares 100 100 Common Stock -- Par Value $1.00 Class A -- Authorized 30,000,000 shares. Issued 6,599,206 shares in 1994 and in 1995 6,599 6,599 Class B -- Authorized 10,000,000 shares. Convertible to Class A on a one for one basis. Issued 2,534,917 shares in 1994 and in 1995 2,535 2,535 Additional paid-in capital 47,737 47,709 Retained earnings 56,373 64,125 Treasury shares (17,929) (17,841) Equity adjustments 7,867 6,158 Loan to Savings and Stock Ownership Plan (1,098) (749) _______ _______ TOTAL SHAREHOLDERS' EQUITY 102,184 108,636 _______ _______ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $424,456 $424,957 ======= ======= See accompanying Notes to Consolidated Financial Statements. F-18 MOOG INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Years ended September 30, 1993 1994 1995 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $4,761 $2,123 $7,761 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 15,621 15,700 19,675 Provisions for losses 5,839 5,860 3,761 Deferred income taxes (211) 4,926 1,565 Other 40 418 (84) Change in assets and liabilities providing (using) cash: Receivables (2,906) (10,813) (7,876) Inventories (969) (1,376) (8,627) Other assets 1,665 (4,844) 952 Accounts payable and accrued expenses (12,059) 3,520 (3,454) Other liabilities 3,094 (4,290) 1,381 Accrued income taxes (353) (1) 265 Customer advances (1,384) (127) (144) _______ _______ _______ NET CASH PROVIDED BY OPERATING ACTIVITIES 13,138 11,096 15,175 _______ _______ _______ CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Product Lines, including 1995 purchase price settlement (note 2) -- (78,000) 9,200 Purchase of property, plant and equipment (9,887) (7,741) (9,974) Proceeds from sale of assets 9,538 527 362 Payments received on loan to Savings and Stock Ownership Plan 161 176 349 _______ _______ _______ NET CASH USED IN INVESTING ACTIVITIES (188) (85,038) (63) _______ _______ _______ CASH FLOWS FROM FINANCING ACTIVITIES Net decrease in notes payable (486) (10,635) (2,738) Proceeds from revolving lines of credit 31,852 70,000 -- Payments on revolving lines of credit (21,521) (151) (1,000) F-19 Years ended September 30, 1993 1994 1995 Proceeds from issuance of long-term debt 1,686 69,695 7,610 Payments on long-term debt (15,419) (63,276) (17,484) Redemption of convertible subordinated debentures (177) (1,282) (1,400) Dividends paid (9) (9) (9) Proceeds from issuance of treasury stock -- 30 60 _______ _______ _______ NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (4,074) 64,372 (14,961) _______ _______ _______ Effect of exchange rate changes on cash 466 (317) (136) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9,342 (9,887) 15 Cash and cash equivalents at beginning of year 8,106 17,448 7,561 _______ _______ _______ Cash and cash equivalents at end of year $17,448 $7,561 $7,576 ======= ======= ======= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for: Interest $10,830 $11,359 $17,598 Income taxes, net of refunds 2,405 367 (3,189) Non-cash investing and financing activities: Equity adjustment from change in pension liability versus unrecognized prior service cost (note 11) (5,523) 5,568 1,231 Adjustment required to recognize minimum pension liability (note 11) 5,704 (5,654) 1,083 Leases capitalized net of leases terminated 401 1,160 260 See accompanying Notes to Consolidated Financial Statements. F-20 MOOG INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (dollars in thousands except per share data) Years ended September 30, 1993 1994 1995 PREFERRED STOCK (note 13) $100 $100 $100 _______ _______ _______ COMMON STOCK (note 13) 9,134 9,134 9,134 _______ _______ _______ ADDITIONAL PAID-IN CAPITAL Beginning of year 47,780 47,780 47,737 Issuance of Treasury Shares at less than cost -- (43) (28) _______ _______ _______ End of year 47,780 47,737 47,709 _______ _______ _______ RETAINED EARNINGS Beginning of year 49,507 54,259 56,373 Net earnings 4,761 2,123 7,761 Preferred dividends ($.09 per share in 1993, 1994 and 1995) (9) (9) (9) _______ _______ _______ End of year 54,259 56,373 64,125 _______ _______ _______ TREASURY SHARES, AT COST* Beginning of year (18,002) (18,002) (17,929) Shares issued related to options (1994 -- 5,500 Class A Shares; 1995 -- 6,000 Class A Shares and 1,000 Class B Shares) -- 73 88 _______ _______ _______ End of year (18,002) (17,929) (17,841) _______ _______ _______ EQUITY ADJUSTMENTS Beginning of year 10,290 564 7,867 Adjustment from foreign currency translation, net of applicable deferred taxes of $362 in 1993 and $330 in 1994 and 1995** (4,203) 1,735 (478) Adjustment from change in pension liability versus unrecognized prior service cost (5,523) 5,568 (1,231) _______ _______ _______ End of year 564 7,867 6,158 _______ _______ _______ F-21 Years ended September 30, 1993 1994 1995 LOAN TO SAVINGS AND STOCK OWNERSHIP PLAN (SSOP) (note 11) Beginning of year (1,435) (1,274) (1,098) Payments received on loan to SSOP 161 176 349 _______ _______ _______ End of year (1,274) (1,098) (749) _______ _______ _______ TOTAL SHAREHOLDERS' EQUITY $92,561 $102,184 $108,636 ======= ======= ======= _______________ * Class A Common Stock in treasury: 562,555 shares as of September 30, 1993; 557,055 shares as of September 30, 1994; 550,968 shares as of September 30, 1995. Class B Common Stock in treasury: 858,103 shares as of September 30, 1993 and 1994; 857,103 shares as of September 30, 1995. ** End of year balance includes cumulative foreign currency translation of 1993 -- $6,230; 1994 -- $7,965; 1995 -- $7,487; and cumulative minimum pension liability adjustments of 1993 -- ($5,666); 1994 -- ($98); 1995 -- ($1,329). Included in adjustment from foreign currency translation are aggregate deferred losses of $228 in 1993, $317 in 1994, and $1,138 in 1995 related to hedging net investments in, and long term advances to, various international subsidiaries. See accompanying Notes to Consolidated Financial Statements. F-22 MOOG INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands except per share data) Note 1 -- Summary of Significant Accounting Policies Consolidation: The consolidated financial statements include the accounts of Moog Inc. and all of its United States and International subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform the prior years financial statements with the 1995 presentation. Cash and Cash Equivalents: All highly liquid investments with an original maturity of three months or less are considered cash equivalents. Revenue Recognition: The percentage of completion (cost-to- cost) method of accounting is followed for long-term contracts. Under this method, revenues are recognized as the work progresses toward completion. Contract incentive awards affect earnings when the amounts can be determined. For contracts with anticipated losses at completion, the projected loss is accrued. Revenues other than on long term contracts are recognized as units are delivered. Inventories: Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) method of valuation. Consistent with industry practice, aerospace related inventories include amounts relating to contracts having long production and procurement cycles, portions of which are not expected to be realized within one year. Foreign Currency: Foreign subsidiary assets and liabilities are translated using rates of exchange as of the balance sheet date and the statements of income are translated at the average rates of exchange for the year. Gains and losses resulting from translation and hedging of net investments in, or long term advances to, foreign subsidiaries are accumulated in the equity section as "Equity Adjustments." Gains and losses resulting from foreign currency transactions are included in income. Depreciation and Amortization: Plant and equipment are depreciated principally using the straight-line method over the estimated useful lives of the assets. Leasehold improvements and assets considered capital leases are amortized on a straight-line basis over the term of the lease or the estimated useful life of the asset, whichever is shorter. Debt issuance costs are amortized over the term of the related debt agreements. Intangibles associated with acquisitions are amortized over their estimated useful lives, generally 7 to 12 years. The Company annually reviews acquisition related intangibles for impairment. The method used to determine whether such intangibles have been impaired is generally based upon forecasted undiscounted cash flows. F-23 Income Taxes: The Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," in 1994. The Company separately reported the cumulative effect of the adoption of SFAS No. 109 in the Consolidated Statements of Income. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Under the previously used asset and liability method of SFAS No. 96, deferred tax assets and liabilities were recognized for all events that had been recognized in the financial statements, with generally no consideration of any future events in calculating deferred taxes. Use of Estimates: Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. Note 2 -- Acquisition On June 17, 1994, the Company acquired the hydraulic and mechanical actuation product lines (the Product Lines) of AlliedSignal Inc., located in Torrance, California. The Product Lines include mechanical drive systems for leading edge flaps and hydraulic servoactuators for primary and secondary flight controls used on a wide variety of commercial and military aircraft. The purchase price for the Product Lines, including payment for specified transition services, was $68,800 based upon finalization of the net assets transferred. The acquisition has been accounted for under the purchase method, and accordingly, the operating results for the Product Lines have been included in the Consolidated Statements of Income since the date of acquisition. The cost of the acquisition was allocated on the basis of the estimated fair value of assets acquired and the liabilities assumed. The acquisition was financed with proceeds from a Revolving Credit and Term Loan Agreement with a banking group (Note 7). The acquisition resulted in Product Line intangible assets, as adjusted for the final purchase price allocation, of $14,565, which are being amortized over a 12-year period. The following summary, prepared on a pro forma basis, combines the unaudited consolidated results of operations as if the Product Lines had been acquired at the beginning of the periods presented. The pro forma consolidated results include the impact of certain adjustments, including amortization of intangibles, increased interest expense on acquisition debt, and related income tax effects. F-24 1993 1994 (Unaudited) Net sales $394,130 $375,545 Net earnings before extraordinary item and cumulative effect of change in accounting principle 7,461 6,916 Net earnings 7,104 7,421 Earnings per share $.92 $.96 The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been in effect for the periods presented. Note 3 -- Receivables Receivables consist of: September 30, 1994 1995 Long term contracts: Amounts billed $35,168 $38,542 Unbilled recoverable costs and profits 63,151 61,400 Unbilled costs and profits subject to negotiation 571 116 _______ _______ Total long-term contract receivables 98,890 100,058 Trade 40,679 45,582 Refundable income taxes 5,504 3,331 Other 617 1,323 _______ _______ Total receivables 145,690 150,294 Less allowance for doubtful accounts (1,493) (1,379) _______ _______ Receivables, net $144,197 $148,915 ======= ======= The long term contract amounts are primarily associated with prime U.S. Government contractors and the major commercial aircraft manufacturers. These amounts include retainage in accordance with the terms of the contracts. Unbilled costs and profits subject to negotiation represent claims on terminated contracts. Substantially all unbilled amounts are expected to be collected within one year. In situations where billings exceed revenues recognized, the excess is included in customer advances. F-25 Note 4 -- Inventories Inventories consist of the following: September 30, 1994 1995 Raw materials and purchased parts $19,356 $23,028 Work in process 48,517 52,839 Finished goods 10,769 10,309 ______ ______ $78,642 $86,176 ====== ====== In 1994, the Company incurred a pre-tax charge of $2,574 to write off obsolete Domestic Controls segment inventory. The special charge reflected a decline in repair activities and spare parts requirements on various government programs. Note 5 -- Property, Plant and Equipment Property, plant and equipment consists of: September 30, 1994 1995 Land $7,870 $7,864 Buildings and improvements 87,124 89,323 Machinery and equipment 207,769 212,026 _______ _______ Property, plant and equipment, at cost 302,763 309,213 Less accumulated depreciation and amortization (156,291) (170,082) _______ _______ Property, plant and equipment, net $146,472 $139,131 ======= ======= Note 6 -- Notes Payable The Company maintains short term lines of credit with various banks throughout the world. The short term credit lines are principally demand lines and subject to revision by the banks. At September 30, 1995, $6,606 of notes payable to banks at an average rate of 7.4% were outstanding under these lines of credit. During 1995, an average of $8,355 in notes payable were outstanding at an average interest rate of 8.1%. These short term lines of credit, along with $39,701 available on the amended long term U.S. revolving credit agreement detailed in Note 7, provide credit availability amounting to $56,900. Commitment fees are charged on some of these arrangements based on a percentage of the unused amounts available. F-26 Note 7 -- Long-Term Debt and Subordinated Debentures Long-Term Debt consist of the following: September 30, 1994 1995 U.S. Revolving credit agreement $70,000 $95,299 U.S. term loan agreements 67,000 30,000 10 1/4% Note 20,000 18,350 International and other U.S. term loan agreements 13,359 16,452 Obligations under capital leases 3,448 3,654 _______ _______ 173,807 163,755 Less current installments: Long-term debt 12,978 4,859 Capital lease obligations 823 821 _______ _______ Long term debt excluding current installments $160,006 $158,075 ======= ======= Subordinated Debentures consist of the following: September 30, 1994 1995 Subordinated debentures $20,800 $19,400 Less current installment 1,400 1,400 ______ ______ Subordinated debentures excluding current installment $19,400 $18,000 ====== ====== The U.S. Revolving Credit and Term Loan Agreement (Agreement) was amended in November 1995, increasing the facility to $165,000, which consists of a $135,000 revolving credit facility and a $30,000 term loan. The original facility, entered into in June 1994 to finance the acquisition of the Product Lines and to refinance existing debt, was a $151,750 total facility consisting of an $84,750 revolving credit facility and a $67,000 term loan. The amended revolving credit facility is for a five year period which expires in October 2000. The amended term loan is for six years through July 2001, with quarterly principal payments of $1,500 commencing October 1, 1996. As a result of this amendment $6,930 otherwise due in 1996 was converted to long term and has been classified as such on the September 30, 1995 Consolidated Balance Sheet. Interest on the Agreement is LIBOR plus 1.75%. In order to provide for interest rate protection, the Company has entered into interest rate swap agreements for $100,000, effectively converting this amount to fixed rate debt averaging 8.0%. The swaps expire at various times from June 1996 through July of 1998. F-27 The 10-1/4% Note has quarterly principal payments of $550 through October 1, 1995, increasing to $700 on January 1, 1996 and $750 on January 1, 1997, with a final payment due in July 2001. Both the Agreement and the Note contain various covenants which, among others, specify minimum interest and payment coverage, maintenance of tangible net worth, required working capital and current ratio levels, and limit liabilities in relation to tangible net worth. The Agreement prohibits payment of cash dividends on common stock. The Agreement and the Note are secured by substantially all of the Company's U.S. assets and the common shares of all Domestic and International subsidiaries. The Agreement and the Note will convert to unsecured arrangements when the Company has three consecutive quarters whereby the ratio of consolidated liabilities to tangible net worth is less than 200%. International and other U.S. term loan agreements of $16,452 at September 30, 1995 consist principally of financing provided by various banks to individual International subsidiaries. These term loans are being repaid through 2004, and carry interest rates ranging from 2.875% to 16.1% in 1994 and 2.6% to 14.3% in 1995. Convertible subordinated debentures at 9-7/8% are subordinated in right of payment to all senior indebtedness, as defined, and are convertible, subject to prior redemption, into shares of Class A Common Stock at $22.88 per share at any time up to and including the maturity date of January 15, 2006. At September 30, 1995, the debentures are convertible into 847,902 shares of Class A Common Stock (Note 13). The debentures are redeemable at the option of the Company, at any time, in whole or in part, at 100% of their principal amount. The quoted market price of the debentures at September 30, 1994 and 1995, was 100 and 102, respectively. Maturities of long-term debt and subordinated debentures for the next five years are $7,080 in 1996, $13,600 in 1997, $18,322 in 1998, $12,663 in 1999, $12,300 in 2000, and $119,190 thereafter. In the first quarter of 1993, the Company extinguished $10,186 of 12-7/8% Domestic long-term debt prior to its scheduled maturity in order to take advantage of a decline in U.S. interest rates. Funds from existing credit facilities were used to accomplish the extinguishment. The cost of the extinguishment was $357, net of $119 in income tax benefits, and was recorded as an extraordinary charge in the Consolidated Statement of Income. At September 30, 1995, the Company has pledged assets with a net book value of $265,425 as security for long-term debt. Note 8 -- Leases The Company leases certain facilities and equipment under various lease arrangements. Such arrangements generally include F-28 fair market value renewal and/or purchase options. Some of the capital leases (primarily land and buildings) allow for the Company to purchase the asset at a nominal price upon expiration. Substantially all leases provide that the Company pay applicable taxes, maintenance, insurance, and certain other operating expenses. Amortization of assets recorded as capital leases is included with depreciation and amortization of plant and equipment. Assets under leases that have been accounted for as capital leases and included in property, plant and equipment are summarized as follows: September 30, 1994 1995 Capital leases at cost $6,861 $6,945 Less accumulated amortization (2,534) (2,841) _____ _____ Net assets under capital leases $4,327 $4,104 ===== ===== Rent expense under operating leases amounted to $6,366 in 1993, $7,049 in 1994 and $6,957 in 1995. Future minimum rental payments required under noncancelable operating leases are $5,680 in 1996, $4,536 in 1997, $3,697 in 1998, $2,982 in 1999, $2,372 in 2000, and $10,832 thereafter. The Company subleases various facilities to third parties. Gross rental income from such activities was $780 in 1993, $1,247 in 1994 and $1,535 in 1995. Future minimum rental income under noncancelable operating leases is $1,135 in 1996, $610 in 1997 and $170 in 1998. Interest expense includes $715 in 1993, $261 in 1994 and $217 in 1995 attributable to obligations under capital leases. Note 9 -- Income Taxes The Company adopted SFAS No. 109 "Accounting for Income Taxes" in 1994. SFAS No. 109 supersedes SFAS No. 96 "Accounting For Income Taxes." The impact of adopting SFAS No. 109 on the Consolidated Statement of Income was to increase 1994 earnings by $505, which was recorded as a cumulative effect of change in accounting principle. The reconciliation of the provision for income taxes with the amount computed by applying the U.S. federal statutory tax rate of 34% to earnings before income taxes, extraordinary item and cumulative effect of change in accounting principle is as follows: F-29 1993 1994 1995 Earnings before income taxes, extraordinary item and cumulative effect of change in accounting principle: Domestic $10,376 $6,054 $6,042 Foreign (1,741) (3,440) 2,967 Eliminations (15) 426 (219) ______ _____ _____ Total $8,620 $3,040 $8,790 ====== ===== ===== Computed expected tax expense $2,931 $1,034 $2,988 Increase (decrease) in income taxes resulting from: Foreign tax rates 402 (419) 356 Deferred tax rate differential (1,092) -- -- Nontaxable FSC earnings (325) (350) (280) State taxes net of federal benefit 168 79 226 Change in beginning of the year valuation allowance -- (420) (765) Utilization of net operating losses -- -- (2,136) Limitation on benefits from foreign net operating losses 1,498 1,054 192 Other (80) 444 448 ______ _____ _____ Income taxes $3,502 $1,422 $1,029 ====== ===== ===== Effective income tax rate 40.6% 46.8% 11.7% At September 30, 1995, certain International subsidiaries had net operating loss carryforwards totalling $4,254. These loss carryforwards do not expire and can be used to reduce current taxes otherwise due on future earnings of those subsidiaries. Accumulated undistributed earnings of International subsidiaries intended to be permanently reinvested are $19,021 at September 30, 1995. If such earnings were remitted to the Company, income taxes, based on the applicable current rates, would be payable after reductions for any foreign taxes previously paid on such earnings and subject to applicable limitations. The components of income taxes excluding the extraordinary item and cumulative effect of change in accounting principle are as follows: F-30 1993 1994 1995 Current: Federal $1,320 $(3,255) $(828) Foreign 2,180 (249) 292 State 213 -- -- _____ _____ _____ Total current 3,713 (3,504) (536) _____ _____ _____ Deferred: Federal 305 5,440 2,466 Foreign (558) (634) (1,243) State 42 120 342 _____ _____ _____ Total deferred (211) 4,926 1,565 _____ _____ _____ Total income taxes $3,502 $1,422 $1,029 ===== ===== ===== The tax effects of temporary differences that generated deferred tax assets and liabilities are detailed in the following table. Realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. 1994 1995 Deferred tax assets: Contract loss reserves not currently deductible $5,575 $5,890 Net operating loss carryforwards 3,730 2,578 Accrued vacation 3,621 4,440 Deferred compensation 3,212 4,099 Accrued expenses not currently deductible 2,698 2,392 Inventory 2,436 3,031 Other 845 62 ______ ______ Total gross deferred tax assets 22,117 22,492 Less: Valuation reserve (5,223) (3,366) ______ ______ Net deferred tax assets 16,894 19,126 ______ ______ Deferred tax liabilities: Differences in bases and depreciation of property, plant and equipment 13,591 20,720 Intangible assets 2,832 -- Prepaid pension 884 552 Other 866 712 ______ ______ Total gross deferred tax liabilities 18,173 21,984 ______ ______ Net deferred tax liabilities $1,279 $2,858 ====== ====== F-31 Net deferred taxes are presented in the accompanying Consolidated Balance Sheets as follows: 1994 1995 Noncurrent deferred tax liabilities $16,671 $19,674 Current deferred tax assets 15,392 16,816 ______ ______ Net deferred tax liabilities $1,279 $2,858 ====== ====== In 1993, deferred taxes resulted from differences in the tax and financial accounting for depreciation, restructuring charges, and estimated losses on contracts and inventories. Note 10 -- Restructuring Charges In 1994, the Company provided $2,107 in pre-tax restructuring charges, with $890 related to the Domestic Controls segment and $1,217 related to the International Controls segment. The restructuring actions were taken in response to U.S. defense spending reductions and the persistently weak capital goods markets in Europe. The restructuring charge included $1,757 of severance benefit costs relating to work force reductions totalling 140 employees in the Company's operations in the United States, England, Germany and Denmark. The Company completed the work force reductions by September 30, 1995. The total severance related charges were paid in their entirety by September 30, 1995. A charge of $350 was also recorded and paid for the termination of a long term operating lease in September 1994. Note 11 -- Employee Benefit Plans Employee and management profit share plans provide for the computation of profit share based on net earnings as a percent of net sales multiplied by base wages, as defined. The profit share plan was suspended for 1995. Profit share expense was $1,119 in 1993 and $459 in 1994. The Company has a Savings and Stock Ownership Plan (SSOP) which includes an Employee Stock Ownership Plan (ESOP). As one of the investment alternatives, participants in the SSOP can acquire Company stock at market value, with the Company providing a 25% share match. The SSOP purchase of the matching Class B shares was funded by a Company loan. The loan is repaid with Company contributions. Interest on the loan is computed at the Company's U.S. Revolving Credit and Term Loan borrowing rate. Shares are allocated and compensation expense is recognized as the employer share match is earned. Compensation expense was $161 in 1993, $180 in 1994 and $446 in 1995. Class B shares allocated to ESOP participants for 1993, 1994 and 1995 were 10,891, 12,236 and 23,397, respectively. At September 30, 1995, 502,382 Class B Common Shares were owned by the SSOP participants, including the Company match, representing 30% of the issued and outstanding Class B shares. An additional 50,779 Class B shares related to the Company match remain to be allocated to participants. The SSOP began purchasing shares of Class A Common Stock in 1995 in F-32 addition to the Class B Common Stock. At September 30, 1995, a total of 63,947 Class A Common Shares were owned by the SSOP participants, representing 1% of Class A Common Shares issued and outstanding. All SSOP shares, both allocated and those remaining to be allocated, are considered outstanding for calculating earnings per share. In 1994, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions." Under SFAS No. 106, the cost of postretirement benefits other than pensions must be recognized as employees perform services to earn the benefits, instead of when benefits are paid, as had been the practice in 1993 and prior years. Postretirement health care benefits for U.S. employees are the only costs that need to be accrued by the Company in accordance with SFAS No. 106. Substantially all of the Company's U.S. employees hired prior to March 1, 1989 will become eligible for benefits when they reach normal retirement age while working for the Company. Further, changes in the Company's health care plans have limited the amount of retiree health care benefits to employees who retire after October 1, 1989. The 1995 SFAS No. 106 cost of $1,011 included $119 for service cost, $599 for interest cost and $394 for amortization of the October 1, 1993 transition obligation over a twenty year period and ($101) for the amortization of actuarial gains and losses. The 1994 cost of $1,075 was comprised of $103 for service cost, $577 for interest cost and $395 for the amortization of the transition obligation. The health care costs for retirees expensed in 1993 was $741, based on expensing claims as paid. The discount rate assumed at September 30, 1994 was 9.0% compared with the 7.75% rate used to determine the September 30, 1995 obligation. In June 1994, the Company's SFAS No. 106 obligation increased by $569 due to the acquisition of the Product Lines (Note 2). For pre October 1, 1989 retirees, the health care cost trend rates assumed are 2.5% per year for qualified employees who are presently under 65 years of age, and 11.0% in 1996, 10.0% in 1997 and 2.5% for 1998 and all subsequent years for Plan participants who are currently older than 65 years of age. Premiums for post October 1, 1989 retirees are frozen and no trend schedule is applied. The effect of a one percentage point increase in the assumed health care cost trend rate would increase the accumulated postretirement benefit obligation as of September 30, 1995 by approximately 3.8%, and increase the aggregate of the service and interest cost components of net annual postretirement benefit cost by approximately 3.3%. A reconciliation of the funded status of the plan with the accrued liability at September 30, 1995 is shown below. There were no Plan Assets at September 30, 1994 or 1995. F-33 September 30, 1994 1995 Accumulated Postretirement Benefit Obligation (APBO) Inactives $(4,414) $(5,307) Actives fully eligible (342) (367) Actives not fully eligible (2,167) (2,724) ______ ______ Total APBO (Funded Status) (6,923) (8,398) Unrecognized Transition Obligation 7,493 7,098 Unrecognized Gains (1,498) (158) _______ ______ Accrued Postretirement Benefit Cost $(928) $(1,458) ======= ====== The Company maintains defined benefit and defined contribution plans covering substantially all employees. With the exception of certain International subsidiaries, the Company funds defined benefit pension costs accrued, including amortization of prior service costs, over a 15-year period. Plan Assets where applicable, consist primarily of government obligations and publicly traded stocks, bonds and mutual funds. At September 30, 1994 and 1995, the minimum pension liability adjustments were $989 and $2,072, respectively. This liability is offset by an intangible asset of $891 in 1994 and $743 in 1995 and a reduction of shareholders' equity of $98 in 1994, and $1,329 in 1995. The 1994 and 1995 minimum pension liability adjustment reflects the change in the discount rate for measuring U.S. plan obligations. At September 30, 1994, the discount rate for the U.S. of 9.0% was decreased to 7.75% at September 30, 1995. The comparable discount rate at September 30, 1993 was 7.5%. The tables below set forth the funded status of the domestic and foreign defined benefit plans at September 30, 1994 and 1995, and pension expense in 1993, 1994 and 1995 for all plans. Principal actuarial assumptions weighted for all plans are: 1994 1995 Discount rate 8.7% 7.4% Return on assets 8.9% 8.2% Rate of compensation increase 3.3% 3.6% Funded Status of Defined Benefit Plans at September 30, 1994 and 1995: F-34

~~F-35~~ Pension Expense for 1993, 1994 and 1995: 1993 1994 1995 Service cost -- benefits earned during the year $3,940 $4,217 $4,523 Interest cost on projected benefit obligation 7,836 8,472 9,019 Actual return on Plan assets (11,246) (3,017) (16,939) Net amortization, deferral and other 4,889 (3,005) 9,038 _______ ______ ______ Pension expense for defined benefit plans 5,419 6,667 5,641 Pension expense for other plans 265 383 317 _______ ______ ______ Total Pension Expense $5,684 $7,050 $5,958 ======= ====== ====== Note 12 -- Stock Option Plans The 1983 Non-Statutory Stock Option Plan granted options on Class B shares to directors, officers, and key employees. Stock appreciation rights were granted in tandem with the options and are exercisable only to the extent the options are exercised. The 1983 Incentive Stock Option Plan granted options on Class A shares to officers and key employees. The Plans terminated on December 31, 1992 and outstanding options expire no later than ten years after the date of grant. Options were granted at prices not less than market value on the date of the grant. Shares under option are as follows: Non- Statutory Incentive Plan Plan (Class B) (Class A) Outstanding at September 30, 1992: 145,020 343,400 Granted in 1993 -- ($5.625 per share) -- 57,000 Cancelled in 1993 (5,304) (11,100) _______ _______ Outstanding at September 30, 1993: 139,716 389,300 Cancelled or expired in 1994 (6,304) (3,800) Exercised in 1994 -- (5,500) _______ _______ Outstanding at September 30, 1994: 133,412 380,000 Cancelled or expired in 1995 (500) (3,400) Exercised in 1995 (1,000) (6,000) _______ _______ Outstanding and exercisable at September 30, 1995: Class A ($5.625 to $10.50 per share) -- 370,600 Class B ($11.00 to $17.25 per share) 131,912 -- F-36 ~~Note 13 -- Capital Stock~~ Class A and Class B ~~Common~~common stock are listed and traded on the New York Stock ~~share equally in~~Exchange under the ~~earnings of~~trading symbols “MOG.A” and “MOG.B” respectively. You also may inspect and copy our reports, proxy statements and other information filed with the Company, and are identical in most respects except (i) Class A has limited voting rights, each share of Class A being entitled to one-tenth of a vote on most matters and each share of Class B being entitled to one vote, (ii) Class A shareholders are entitled to elect at least 25% of the Board of Directors (rounded up to the nearest whole number) with Class B shareholders entitled to elect the balance of the directors, (iii) cash dividends may be paid on Class A without paying a cash dividend on Class B and no cash dividend may be paid on Class B unless at least an equal cash dividend is paid on Class A, and (iv) Class B shares are convertible at any time into Class A on a one-for-one basisSEC at the ~~option of~~New York Stock Exchange, 20 Broad Street, New York, New York.

We are “incorporating by reference” in this prospectus the ~~shareholder. The number of common shares issued reflects conversion of Class B to Class A of 373 shares~~information in 1993, and 317 shares in 1994. Convertible subordinated debentures were also converted into 87 Class A shares in 1995. The Company is authorized to issue up to 10,000,000 shares of preferred stock. The Series B Preferred Stock is 9% Cumulative, Convertible, Exchangeable, Preferred Stock with a $1.00 par value. Series B Preferred Stock consists of 100,000 issued and outstanding shares, and are convertible into Class A Common Shares. The Board of Directors may authorize, without further shareholder action, the issuance of additional Preferred Stock which ranks senior to both classes of Common Stock of the Company with respect to the payment of dividends and the distribution of assets on liquidation. The Preferred Stock, when issued, woulddocuments we have such designations relative to voting and conversion rights, preferences, privileges and limitations as determined by the Board of Directors. Of the Class B common stock, 131,912 shares are reserved for issuance under the 1983 Non-Statutory Stock Option Plan (note 12). Class A shares reserved for issuance at September 30, 1995 are as follows: Shares Conversion of Class B to Class A shares 2,666,829 Conversion of 9-7/8% convertible subordinated debentures (note 7) 847,902 1983 Incentive Stock Option Plan (note 12) 370,600 Conversion of Series B Preferred Stock to Class A shares 8,585 _________ 3,893,916 ========= Note 14 -- Industry Segments The Company's two industry segments, Domestic Controls and International Controls, manufacture and market precision control systems and components primarily for North America and for industrialized economies in Europe and the Far East, respectively. F-37 1993 1994 1995 Domestic Controls Net sales: Government $147,532 $157,928 $163,714 Commercial 41,833 55,322 90,212 Intersegment sales 10,140 --7,804 10,446 ________ ________ ________ Total sales $199,505 $221,054 $264,372 ======== ======== ======== Operating profit (O.P.) $21,726 $20,373 $25,242 Inventory obsolescence and restructuring charges included in O.P -- 3,390 -- Net earnings 7,604 4,394 4,030 Identifiable assets 186,147 290,644 282,323 Capital expenditures 6,093 5,263 5,633 Depreciation expense 7,389 7,725 10,363 International Controls Net sales: Government $19,240 $16,385 $18,064 Commercial 85,075 77,735 102,294 Intersegment sales 4,231 5,634 4,728 ________ ________ ________ Total sales $108,546 $99,754 $125,086 ======== ======== ======== Operating profit (O.P.) $5,097 $1,135 $8,464 Inventory obsolescence and restructuring charges included in O.P -- 1,291 -- Net earnings (loss) (2,842) (2,366) 3,918 Identifiable assets 100,902 100,261 120,499 Capital expenditures 2,888 3,019 3,977 Depreciation expense 5,996 5,129 5,337 Consolidated operations Net sales $293,680 $307,370 $374,284 Operating profit (O.P.) 26,823 21,508 33,706 Inventory obsolescence and restructuring charges included in O.P -- 4,681 -- Deductions from operating profit: Interest expense 10,974 11,402 17,492 Currency loss (gain) 60 (451) 143 Corporate and other expenses 7,170 7,613 7,354 Eliminations (1) (96) (73) ________ ________ ________ Total deductions 18,203 18,468 24,916 Earnings before income taxes, extraordinary item and cumulative effect of change in accounting principle 8,620 3,040 8,790 Income taxes 3,502 1,422 1,029 ________ ________ ________ F-38 1993 1994 1995 Earnings before extraordinary item and cumulative effect of change in accounting principle 5,118 1,618 7,761 Extraordinary item (357) -- -- Cumulative effect of change in accounting principle -- 505 -- ________ ________ ________ Net earnings $4,761 $2,123 $7,761 Total identifiable segment assets $287,049 $390,905 $402,822 Corporate assets 42,085 50,179 39,864 Eliminations (11,004) (16,628) (17,729) ________ ________ ________ Total assets $318,130 $424,456 $424,957 ======== ======== ======== Intersegment sales, which are transacted at appropriate arms length transfer prices, have been eliminated in net sales. Operating profit is total revenue less cost of sales and identifiable operating expenses. The deductions from operating profit have been charged to the respective segments by being directly identifiedfiled with the ~~segments or allocated on~~SEC. This means that we can disclose important information to you by referring you to these documents. The information incorporated by reference is considered to be a part of this prospectus.

We incorporate by reference in this prospectus the basis of assets or earnings. Included in sales for Domestic Controls is $125,369 in 1993, $118,807 in 1994, and $136,261 in 1995, in sales to the U.S. government or to prime U.S. government contractors. Net sales in 1993 and 1994 included $37,200 and $38,752 respectively, for the B-2 Advanced Technology Bomber with the Northrop Corporation. Note 15 -- Geographic Areas and Export Sales documents listed below.

Sales between geographic areas are generally transacted and accounted for at comparable arms length pricing. Export sales from the United States are primarily to areas other than Europe. Export sales from Europe and all other geographic areas are principally to countries within their geographic area. Note 16 -- Commitments and Contingencies The Company, over the past five years, has been named as a potentially responsible party (PRP) with respect to three Superfund sites. The clean up actions with regard to the three Superfund sites has been completed, and the Company's share of the related financial accommodations was not significant. No further actions have been initiated by Federal or State regulators. In addition, the Company was notified in August 1993 by a PRP group at a site related to one of the Superfund sites referenced above that it will seek contribution from the Company to the extent the PRP group is responsible for remediation costs. The Company is also in the process of voluntarily remediating an area identified in 1994 at a Company-owned facility leased to a third party. At September 30, 1995, the Company believes that adequate reserves have been established for environmental issues, and does not expect these environmental matters will have a material effect on the financial position of the Company in excess of amounts previously reserved. Legal proceedings pending by or against the Company and its subsidiaries are not expected to have a material effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole. In the ordinary course of business, subsidiaries of the Company have discounted promissory notes received in settlement of trade receivables at banks. The aggregate proceeds from discounted notes were $13,663 in 1993, $14,809 in 1994, $8,091 in 1995. Under the recourse provisions of such transactions, the subsidiaries are contingently liable for $661 at September 30, 1995. The Company has $5,894 in open letters of credit at September 30, 1995, which principally relate to cash advances received on a contract. F-40 Note 17 -- Financial Instruments and Credit Concentration The Company uses a variety of financial instruments, including foreign exchange instruments, letters of credit and interest rate swaps to reduce financial risk. The Company is exposed to credit loss in the event of nonperformance by the counter-parties to the instruments. The Company, however, does not expect nonperformance by the counter-parties. Foreign exchange instruments are used to hedge the Company's equity in, and long term advances to, various International subsidiaries. At September 30, 1994 and September 30, 1995, the Company had $9,935 and $6,107, respectively, of such instruments outstanding at fair value. Gains and losses on these hedges of equity and long term advances are included in shareholders' equity. Foreign currency forward contracts are periodically utilized to hedge known foreign currency cash flows. Gains and losses on such contracts are netted against the gain or loss on the underlying amounts receivable or payable. Foreign currency forward contracts outstanding at fair value on September 30, 1995 were $2,020. The Company has three interest rate swap agreements which convert a notional amount of $100,000 in variable rate long term debt to 8.0% fixed rate debt. The agreements expire at various times from June 1996 through June 1998. The differential interest paid or received is accrued as interest rates change and is recognized over the life of the agreements. Cash and cash equivalents and notes payable are carried at amounts which approximate fair value at September 30, 1995 because of their short maturity. The fair value of long-term debt was estimated based on a discounted cash flow analysis using current rates offered to the Company for debt with the same remaining maturities. At September 30, 1995, the carrying value and estimated fair value of long-term debt was $183,155 and $188,763, respectively. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade receivables. The Company places its temporary investments with highly rated financial institutions for maturities of generally three months or less. Concentrations of credit risk with respect to trade receivables are limited due to the significant amount of business with prime U.S. Government contractors or large commercial aerospace companies, and to the number of customers and their dispersion over a large geographic area. F-41 ~~Note 18 -- Quarterly Data -- Unaudited Net Sales and Earnings~~

Year Ended September 1994 Year Ended September 1995 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr. Total 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr. Total (dollars in thousands except per share data) Net sales $68,818 $75,127 $73,215 $90,210 $307,370 $86,917 $91,372 $99,450 $96,545 $374,284 Gross Profit 20,537 23,268 23,583 26,452 93,840 24,733 27,869 28,750 27,899 109,251 Earnings (Loss) before Income Taxes, and Cumulative Effect of Change in Accounting Principle 311 (2,138) 2,151 2,716 3,040 1,475 2,471 2,471 2,373 8,790 Earnings (Loss) before and Cumulative Effect of Change in Accounting Principle 198 (1,241) 1,212 1,449 1,618 1,184 1,963 2,305 2,309 7,761 Cumulative Effect of Change in Accounting Principle 505 -- -- -- 505 -- -- -- -- -- _______ _______ _______ _______ ________ _______ _______ _______ _______ ________ Net Earnings (Loss) $703 $(1,241) $1,212 $1,449 $2,123 $1,184 $1,963 $2,305 $2,309 $7,761 ======= ======= ======= ======= ======== ======= ======= ======= ======= ======== Net Earnings (Loss) Per Common Share: Before Cumulative Effect of Change in Accounting Principle $.03 $(.16) $.16 $.19 $.21 $.15 $.25 $.30 $.30 $1.00 F-42 Year Ended September 1994 Year Ended September 1995 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr. Total 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr. Total (dollars in thousands except per share data) Cumulative Effect of Change in Accounting Principle .06 -- -- -- .06 -- -- -- -- -- _______ _______ _______ _______ ________ _______ _______ _______ ________ ________ Net Earnings (Loss) $.09 $(.16) $.16 $.19 $.27 $.15 $.25 $.30 $.30 $1.00 ======= ======= ======= ======= ======== ======= ======= ======= ======== ======== __________ Note: The 1994 quarterly Earnings Per Share do not add to the total due to rounding. F-43 $120,000,000 EXCHANGE OFFER MOOG INC. [LOGO OF MOOG APPEARS HERE] 10% SERIES B SENIOR SUBORDINATED NOTES DUE 2006 _______________ PROSPECTUS _______________ , 1996 _________________________________________________________________ _________________________________________________________________ NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE EXCHANGE AGENT. NEITHER THIS PROSPECTUS NOR THE ACCOMPANYING LETTER OF TRANSMITTAL, OR BOTH TOGETHER, CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE NOTES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR THE ACCOMPANYING LETTER OF TRANSMITTAL, OR BOTH TOGETHER, NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN A CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. TABLE OF CONTENTS Incorporation of Certain Documents by Reference Available Information Summary Risk Factors The Recapitalization The Exchange Offer Capitalization Selected Consolidated Financial and Operating Data Management's Discussion and Analysis of Financial Condition and Results of Operations Business Management Security Ownership of Certain Beneficial Owners and Management Description of Bank Credit Facility Description of the New Notes Certain Federal Tax Considerations Plan of Distribution Legal Matters Experts Index to Consolidated Financial Statements Annex A - Letter of Transmittal PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. Sections 722 through 726 of the New York Business Corporation Law (the "BCL") grant New York corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with threatened, pending or completed actions, suits or proceedings to which they are parties or are threatened to be made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; give a director or officer who successfully defends an action the right to be so indemnified; and permit a corporation to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of shareholders or otherwise. Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its stockholders for breach of fiduciary duty as a director, provided that such provision shall not eliminate the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper payment of dividends, or (iv) for any transaction from which the director receives an improper personal benefit. Moog's Restated Certificate of Incorporation includes the provision permitted by Section 402(b) of the BCL. Moog's By-Laws provide that Moog shall indemnify such directors and officers against expenses, judgments, fines or amounts paid in settlement in connection with any action, suit or proceeding, or threat thereof, to the maximum extent permitted by applicable law. Item 21. Exhibits and Financial Statement Schedules. (a) The following Exhibits are filed with this Registration Statement: (1) Form of Placement Agreement, incorporated by reference to Exhibit (i) of the Company's Report on Form 8-K dated May 10, 1996. (2) Stock Purchase Agreement between Moog Inc., Moog Torrance Inc. and AlliedSignal Inc., incorporated by reference to Exhibit 2.1 of the Company's Report on Form 8-K dated June 15, 1994. II-1 (3) Restated Certificate of Incorporation and By-laws of the Company, incorporated by reference to Exhibit (3) of the Company's Annual Report on Form 10-K for its fiscal year ended September 30, 1989. (4) (i) Form of Registration Rights Agreement, incorporated by reference to Exhibit (iii) of the Company's Report on Form 8-K dated May 10, 1996. (ii) Form of Indenture, incorporated by reference to Exhibit (iv) of the Company's Report on Form 8-K dated May 10, 1996. (iii) Letter of Transmittal (included as Annex A to prospectus).* Except as listed above, instruments defining the rights of holders of long-term debt of the Company and its subsidiaries are not being filed since the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any such instruments to the Securities and Exchange Commission upon request. (5) Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber as to the legality of the New Notes. (9) (i) Agreement as to Voting, effective October 15, 1988, incorporated by reference to Exhibit (i) of the Company's Report on Form 8-K dated November 30, 1988. (ii) Agreement as to Voting, effective November 30, 1983, incorporated by reference to Exhibit (i) of the Company's Report on Form 8-K dated December 9, 1983. (10) Material contracts. (i) Management Profit Sharing Plan, incorporated by reference to Exhibit 10(i) of the Company's

	•	Our Annual Report on Form 10-K for the ~~fiscal~~ year ended September 30, 1991. (ii) Supplemental Retirement Plan dated October 1980, as amended, incorporated by reference to Exhibit (iv) of the Company's Report on Form 8-K dated December 9, 1983, as amended and reported in the Company's Report on Form 8-K, dated October 3, 1988, and as amended on October 20, 1988. (iii) Deferred Compensation Plan for Directors and Officers, incorporated by reference to Exhibit (i) of the Company's Report on Form 8-K dated December 3, 1985. II-2 ~~(iv) Incentive Stock Option Plan, incorporated by reference to Exhibit 4(b) of the Registration Statement on Form S-8, File No. 33-36721,~~24, 2005, which we filed with the ~~Securities~~SEC on December 7, 2005;

	•	Our definitive 2005 Proxy Statement on Schedule 14A, which we filed with the SEC on December 9, 2005; and ~~Exchange Commission on September 7, 1990. (v) Non-Statutory Stock Option Plan, as amended, incorporated~~

	•	All other documents filed by ~~reference~~us pursuant to ~~Exhibits 10(v) and 10(vi)~~Section 13(a), 13(c), 14 or 15(d) of the Company's Annual Report on Form 10-K for its fiscal year ended September 30, 1989. (vi) Savings and Stock Ownership Plan, incorporated by reference to Exhibit 4(b) of the Company's Annual Report on Form 10-K for its fiscal year ended September 30, 1989. (vii) Executive Termination Benefits Agreement incorporated by reference to Exhibit 1 of the Company's Report on Form 8-K dated February 4, 1988. (viii) Indemnity Agreement, incorporated by reference to Annex A to the Company's 1988 Proxy Statement dated January 4, 1988. (ix) Revolving Credit and Term Loan Agreement dated June 15, 1994, incorporated by reference to Exhibit 10 (ix) to the Company's Report on Form 10-K for its fiscal year ended September 30, 1994. (x) Amendment No. 2 to the Bank Credit Facility, incorporated by reference to Exhibit (ii) to the Company's Report on Form 8-K dated March 13, 1996. (xi) Amendment No. 3 to the Bank Credit Facility, incorporated by reference to Exhibit (v) to the Company's Report on Form 8-K dated May 10, 1996. (11) Statement re computation of per share earnings. (12) Statement re computation of ratio of earnings to fixed charges. (21) Subsidiaries of the Company. Subsidiaries of the Company are listed below: (i) Moog AG, incorporated in Switzerland, wholly-owned subsidiary with branch operation in Ireland. (ii) Moog Australia Pty. Ltd., incorporated in Australia, wholly-owned subsidiary. (iii) Moog do Brasil Controles Ltda., incorporated in Brazil, wholly-owned subsidiary. (iv) Moog Buhl Automation, a branch office of Moog Inc. operating under Danish law. (v) Moog Controls Corporation, incorporated in Ohio, wholly-owned subsidiary with branch operation in the Republic of the Philippines. (vi) Moog Controls Hong Kong Ltd., incorporated in Hong Kong, wholly-owned subsidiary. (vii) Moog Controls (India) Private Ltd., incorporated in India, wholly-owned subsidiary. (viii) Moog Controls Ltd., incorporated in the United Kingdom, wholly-owned subsidiary. (a) Moog Norden A.B., incorporated in Sweden, wholly-owned subsidiary of Moog Controls Ltd. II-3 (b) Moog OY, incorporated in Finland, wholly-owned subsidiary of Moog Controls Ltd. (ix) Moog FSC Ltd., incorporated in the Virgin Islands, wholly-owned subsidiary. (x) Moog GmbH, incorporated in Germany, wholly-owned subsidiary (a) Moog Italiana S.r.l., incorporated in Italy, wholly-owned subsidiary, 90% owned by Moog GmbH; 10% owned by Moog Inc. (xi) Moog Industrial Controls Corporation, incorporated in New York, wholly-owned subsidiary. (xii) Moog Japan Ltd., incorporated in Japan, 90% owned subsidiary. (xiii) Moog Korea Ltd., incorporated in South Korea, wholly-owned subsidiary. (xiv) Moog Properties, Inc., incorporated in New York, wholly-owned subsidiary. (xv) Moog SARL, incorporated in France, wholly-owned subsidiary, 95% owned by Moog Inc.; 5% owned by Moog GmbH. (a) Moog SNC, incorporated in France, wholly-owned subsidiary of Moog SARL. (xvi) Moog Singapore Pte. Ltd., incorporated in Singapore, wholly-owned subsidiary. (23) (i) Consent of KPMG Peat Marwick LLP; consents of Coopers & Lybrand. (ii) Consent of Phillips, Lytle, Hitchcock, Blaine & Huber (included in its opinion filed as Exhibit 5 herewith). (24) Power of Attorney (included with signature page). (25) Statement of Eligibility of Trustee.* (27) Financial Data Schedule. (99) Additional Exhibits. Information, Financial Statements and Exhibits required by Form 11-K for the Moog Inc. Savings and Stock Ownership Plan (to be filed by amendment). _________________________________________________________________ * To be filed by amendment. _________________________________________________________________ (b) The following Financial Statement Schedule as of and for the years ended September 30, 1993, 1994, and 1995, is included in this Registration Statement: II. Valuation and Qualifying Accounts. Schedules other than that listed above are omitted because the conditions requiring their filing do not exist, or because the required information is provided in the Consolidated Financial Statements, including the notes hereto. II-4 Item 22. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the SecuritiesExchange Act ~~of 1933; (ii) To reflect in the prospectus any facts or events arising~~ after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 (5) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of ~~responding~~this prospectus and prior to the ~~request. (6) To supply by means~~time the exchange offer is completed.

Any statement contained in this prospectus or a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is deemed to be incorporated by reference in this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of these documents, at no cost to you, by writing or calling us at the following address:

Moog Inc.

Seneca St. at Jamison Rd.

Corporate Offices

East Aurora, NY 14052

Attention: Investor Relations

(716) 652-2000

Any statement made in this prospectus concerning the contents of any contract, agreement or other document is only a summary of the actual document. You may obtain a copy of any document summarized in this prospectus at no cost by writing to or calling us at the address and telephone number given above. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 20.	*Indemnification of ~~a post-effective amendment all information concerning a transaction,~~Directors and ~~the company being acquired involved therein, that was not the subject~~Officers*

Sections 722 through 726 of the New York Business Corporation Law, or BCL, grant New York corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with threatened, pending or completed actions, suits or proceedings to which they are parties or are threatened to be made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; give a director or officer who successfully defends an action the right to be so indemnified; and permit a corporation to buy directors’ and officers’ liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of shareholders or otherwise.

Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its stockholders for breach of fiduciary duty as a director, provided that such provision shall not eliminate the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper payment of dividends, or (iv) for any transaction from which the director receives an improper personal benefit. Moog’s Restated Certificate of Incorporation includes the provisions permitted by Section 402(b) of the BCL.

Moog’s By-Laws provide that Moog shall indemnify such directors and officers against expenses, judgments, fines or amounts paid in settlement in connection with any action, suit or proceeding, or threat thereof, to the maximum extent permitted by applicable law.


Item 21.	*Exhibits*

The following exhibits are filed with this registration statement:


Exhibit
No.			Description

	2	.1	Stock Purchase Agreement between Moog Inc., Moog Torrance Inc. and AlliedSignal Inc., incorporated by reference to exhibit 2.1 of the Company’s report on Form 8-K dated June 15, 1994.
	2	.2	Asset Purchase Agreement dated as of September 22, 1996 between Moog Inc., Moog Controls Inc., International Motion Control Inc., Enidine Holdings, L.P. and Enidine Holding Inc., incorporated by reference to exhibit 2.1 of the Company’s report on Form 8-K dated October 28, 1996.
	2	.3	Stock Purchase Agreement dated October 20, 1998 between Raytheon Aircraft Company and Moog Inc., incorporated by reference to exhibit 2(i) of the Company’s report on Form 8-K dated November 30, 1998.
	2	.4	Asset Purchase and Sale Agreement by and between Litton Systems, Inc. and Moog Inc. dated as of August 14, 2003, incorporated by reference to exhibit 2.1 of the Company’s report on Form 8-K dated September 4, 2003.
	2	.5	Stock Purchase Agreement by and among Kaydon Corporation, Kaydon Corporation Limited and Kaydon Acquisition IX, Inc. and Moog Inc., Moog Controls Limited and Moog Canada Corporation, dated July 26, 2005, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended June 25, 2005.
	3	.1	Restated Certificate of Incorporation of the Company, incorporated by reference to exhibit (3) of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1989.
	3	.2	Restated By-laws of the Company, incorporated by reference to appendix B of the proxy statement filed under Schedule 14A on December 2, 2003.
	4	.1	Form of Indenture between Moog Inc. and JPMorgan Chase Bank, N.A., as Trustee, dated January 10, 2005, relating to the 6¹/4% Senior Subordinated Notes due 2015, incorporated by reference to exhibit 4.1 of the Company’s report on Form 8-K dated January 5, 2005.

II-1


Exhibit
No.			Description

	4	.2	First Supplemental Indenture between Moog Inc. and Banc of America Securities, LLC, dated as of September 12, 2005, incorporated by reference to exhibit 4.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005.
	4	.3	Registration Rights Agreement between Moog Inc. and Banc of America Securities, LLC, dated as of September 12, 2005, incorporated by reference to exhibit 4.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005.
	5	.1	Opinion of Hodgson Russ LLP (Filed herewith).
	9	.1	Agreement as to Voting, effective November 30, 1983, incorporated by reference to exhibit (i) of the Company’s report on Form 8-K dated December 9, 1983.
	9	.2	Agreement as to Voting, effective October 15, 1988, incorporated by reference to exhibit (i) of the Company’s report on Form 8-K dated November 30, 1988.
	10	.1	Deferred Compensation Plan for Directors and Officers, amended and restated May 16, 2002, incorporated by reference to exhibit 10(ii) of the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002.
	10	.2	Savings and Stock Ownership Plan, incorporated by reference to exhibit 4(b) of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1989.
	10	.3	Form of Employment Termination Benefits Agreement between Moog Inc. and Employee-Officers, incorporated by reference to exhibit 10(vii) of the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 1999.
	10	.4	Supplemental Retirement Plan, as amended and restated, effective October 1, 1978 — amended August 30, 1983, May 19, 1987, August 30, 1988, December 12, 1996, November 11, 1999 and November 29, 2001, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended December 31, 2002.
	10	.5	1998 Stock Option Plan, incorporated by reference to exhibit A of the proxy statement filed under Schedule 14A on January 5, 1998.
	10	.6	2003 Stock Option Plan, incorporated by reference to exhibit A of the proxy statement filed under Schedule 14A on January 9, 2003.
	10	.7	Amended and Restated Loan Agreement among Certain Lenders, HSBC Bank USA, as agent, and Moog Inc. dated as of March 3, 2003, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended March 31, 2003.
	10	.8	Modification No. 1 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, as agent, and Moog Inc. dated as of August 6, 2003, incorporated by reference to exhibit 10.1 of the Company’s report on Form 8-K dated September 4, 2003.
	10	.9	Moog Inc. Stock Employee Compensation Trust Agreement effective December 2, 2003, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended December 31, 2003.
	10	.10	Modification No. 2 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, as agent, and Moog Inc., dated as of March 5, 2004, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended March 31, 2004.
	10	.11	Form of Indemnification Agreement for officers, directors and key employees, incorporated by reference to exhibit 10.1 of the Company’s report on Form 8-K dated November 30, 2004.
	10	.12	Forms of Stock Option Agreements under 1998 Stock Option Plan and 2003 Stock Option Plan, incorporated by reference to exhibit 10.12 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 2004.
	10	.13	Modification No. 3 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, National Association, as agent, and Moog Inc., dated as of December 17, 2004, incorporated by reference to exhibit 10.1 of the Company’s report on Form 8-K dated December 29, 2004.
	10	.14	Description of Management Profit Sharing Program, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended March 26, 2005.

II-2


Exhibit
No.			Description

	10	.15	Modification No. 4 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, National Association, as agent, and Moog Inc., dated as of April 13, 2005, incorporated by reference to exhibit 10.2 of the Company’s report on Form 10-Q for the quarter ended March 26, 2005.
	10	.16	Modification No. 5 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, National Association, as agent, and Moog Inc., dated as of July 19, 2005, incorporated by reference to exhibit 10.2 of the Company’s report on Form 10-Q for the quarter ended June 25, 2005.
	12	.1	Computation of Ratio of Earnings to Fixed Charges (Filed herewith).
	21	.1	Subsidiaries of the Company
			Moog AG, Incorporated in Switzerland, wholly-owned subsidiary with branch operation in Ireland
			Moog Australia Pty. Ltd., Incorporated in Australia, wholly-owned subsidiary
			Moog do Brasil Controles Ltda., Incorporated in Brazil, wholly-owned subsidiary
			(a) Moog de Argentina Srl, Incorporated in Argentina, wholly-owned subsidiary of Moog do Brasil Controles Ltda.
			Moog Components Group Inc., Incorporated in New York, wholly-owned subsidiary
			Moog Controls Corporation, Incorporated in Ohio, wholly-owned subsidiary with branch operation in the Republic of the Philippines
			Moog Controls Hong Kong Ltd., Incorporated in People’s Republic of China, wholly-owned subsidiary
			(a) Moog Motion Controls (Shanghai) Co., Ltd., Incorporated in People’s Republic of China, wholly-owned subsidiary of Moog Controls Hong Kong Ltd.
			Moog Controls (India) Private Ltd., Incorporated in India, wholly-owned subsidiary
			Moog Controls Ltd., Incorporated in the United Kingdom, wholly-owned subsidiary
			(a) Moog Norden A.B., Incorporated in Sweden, wholly-owned subsidiary of Moog Controls Ltd.
			(b) Moog OY, Incorporated in Finland, wholly-owned subsidiary of Moog Controls Ltd.
			(c) IDM Technologies Limited, Incorporated in the United Kingdom, wholly-owned subsidiary of Moog Controls Ltd.
			Moog Control System (Shanghai) Co. Ltd., Incorporated in People’s Republic of China, wholly-owned subsidiary
			Moog Europe Holdings y Cia, S.C.S., Incorporated in Spain, wholly-owned subsidiary
			(a) Moog Holding GmbH KG, a partnership organized in Germany, wholly-owned subsidiary of Moog Europe Holdings y Cia, S.C.S.
			(1) Moog GmbH, Incorporated in Germany, wholly-owned subsidiary of Moog Holding GmbH KG
			(1.a) Moog Italiana S.r.l., Incorporated in Italy, wholly-owned subsidiary of Moog GmbH
			(2) Moog Hydrolux Sarl, Incorporated in Luxembourg, wholly-owned subsidiary of Moog Holding GmbH KG
			(3) Pro Control AG, Incorporated in Switzerland, wholly-owned subsidiary of Moog Holding GmbH KG
			(4) FCS Control Systems BV, Incorporated in the Netherlands, wholly-owned subsidiary of Moog Holding GmbH KG
			(4.a) FCS Test Systems, Incorporated in the Netherlands, wholly-owned subsidiary of FCS Control Systems BV
			(4.b) FCS Simulator Systems BV, Incorporated in the Netherlands, wholly-owned subsidiary of FCS Control Systems BV
			(4.c) FCS Kelsey Limited, Incorporated in the United Kingdom, wholly-owned subsidiary of FCS Control Systems BV
			(b) Moog Verwaltungs GmbH, Incorporated in Germany, wholly-owned subsidiary of Moog Europe Holdings y Cia, S.C.S.

II-3


Exhibit
No.			Description

			(c) Moog Ireland International Financial Services Centre Limited, Incorporated in Ireland, wholly-owned subsidiary of Moog Europe Holdings y Cia, S.C.S.
			(d) Focal Technologies Corporation, Incorporated in Canada, wholly-owned subsidiary of Moog Europe Holdings y Cia, S.C.S.
			Moog FSC Ltd., Incorporated in the Virgin Islands, wholly-owned subsidiary
			Moog Holland Aircraft Services BV, Incorporated in Holland, wholly-owned subsidiary
			Moog Industrial Controls Corporation, Incorporated in New York, wholly-owned subsidiary
			Moog Japan Ltd., Incorporated in Japan, wholly-owned subsidiary
			Moog Korea Ltd., Incorporated in South Korea, wholly-owned subsidiary
			Moog Properties, Inc., Incorporated in New York, wholly-owned subsidiary
			Moog Sarl, Incorporated in France, wholly-owned subsidiary, 95% owned by Moog Inc.; 5% owned by Moog GmbH
			Moog Singapore Pte. Ltd., Incorporated in Singapore, wholly-owned subsidiary
			(a) Moog Motion Controls Private Limited, Incorporated in India, wholly-owned subsidiary of Moog Singapore Pte. Ltd.
			Electro-Tec Corporation, Incorporated in Delaware, wholly-owned subsidiary
			FCS Com, Inc., Incorporated in Michigan, wholly-owned subsidiary
	23	.1	Consent of Ernst & Young LLP. (Filed herewith)
	23	.2	Consent of Hodgson Russ LLP (Filed herewith as exhibit 5.1).
	24	.1	Power of Attorney (included on the signature page of this registration statement).
	25	.1	Statement of Eligibility of Trustee on Form T-1 (Filed herewith).
	99	.1	Form of Letter of Transmittal (Filed herewith).
	99	.2	Notice of Guaranteed Deliver (Filed herewith).
	99	.3	Form of Letters to Clients (Filed herewith).
	99	.4	Form of Letters to Brokers (Filed herewith).


Item 22.	*Undertakings*

(i) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(ii) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15 hereof, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(iii) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in East Aurora, New York on December 9, 2005.


	MOOG INC.


	By:	/s/ Robert T. Brady


	Robert T. Brady
	President and included in the Registration Statement when it became effective. (7) That prior to any public reoffering of the securities hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (8) That every prospectus: (i) that is filed pursuant to paragraph (7) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 ~~SIGNATURES The Registrant.~~Chief Executive Officer

We, the undersigned officers and directors of Moog Inc., hereby severally constitute and appoint Robert T. Brady and Robert R. Banta and each of them singly, our true and lawful attorney and agent with full power and authority to sign for us and in our names in the capacities indicated below, the registration statement on Form S-4 of Moog Inc. and any and all amendments or supplements, whether pre-effective or post-effective, to said registration statement and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Moog Inc. to comply with the provisions of the Securities Act, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as then may be signed by our said attorneys or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in East Aurora, New York, on the 24th day of May, 1996. MOOG INC. By: Robert R. Banta Robert R. Banta Executive Vice President II-7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Banta and Richard A. Aubrecht, or each of them, as true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date President and Chief Executive Officer (Principal executive officer) Robert T. Brady and Director May 24, 1996 Robert T. Brady Executive Vice President, Chief Financial Officer and Asst. Secretary (Principal financial Robert R. Banta officer) May 24, 1996 Robert R. Banta Controller (Principal accounting Donald R. Fishback officer) May 24, 1996 Donald R. Fishback Richard A. Aubrecht, Ph.D. Director May 24, 1996 Richard A. Aubrecht, Ph.D. Joe C. Green Director May 24, 1996 Joe C. Green II-8 Director May 24, 1996 John D. Hendrick Director May 24, 1996 Kenneth J. McIlraith Peter P. Poth Director May 24, 1996 Peter P. Poth Director May 24, 1996 Arthur S. Wolcott II-9 Index to Exhibits Exhibit Number Document Description Page (4) (iii) Letter of Transmittal (included as Annex A to prospectus).* (5) Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber as to the legality of the New Notes. (11) Statement re computation of per share earnings. (12) Statement re computation of ratio of earnings to fixed charges. (23) (i) Consent of KPMG Peat Marwick LLP; consents of Coopers & Lybrand. (ii) Consent of Phillips, Lytle, Hitchcock, Blaine & Huber (included in its opinion filed as Exhibit 5 herewith). (24) Power of Attorney (included with signature page). (25) Statement of Eligibility of Trustee.* (27) Financial Data Schedule. __________________________________________ * To be filed by amendment __________________________________________ II-10 MOOG INC. Schedule II Valuation and Qualifying Accounts - Years ended September 30, 1993, 1994 and 1995 (dollars in thousands)

[Phillips, Lytle letterhead) ___________________, 1996 Moog Inc. Seneca and Jameson Streets East Aurora, New York 14052-0018 Re: $120,000,000 of 10% Series B Senior Subordinated Notes due 2006 ("New Notes") Gentlemen: We are counsel to Moog Inc. ("Company") in connection with the issuance by the Company of the New Notes. This opinion is furnished pursuant to Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended, ~~("Securities Act"). All capitalized terms not otherwise defined herein shall have~~this registration statement has been signed by the ~~meanings attributed~~following persons in the registration statement on Form S-4 filed with the Securities Exchange Commission on May 28, 1996 ("Registration Statement"). In connection with this opinion, we have examined copies of the followingcapacities and such other documents as we have deemed necessary to render the opinions set forth below: a. Executed copies of the Placement Agreement, the Registration Rights Agreement, the Indenture, the Consent and Second Amendment to Revolving and Term Loan Agreement dated March 22, 1996 and Consent and Third Amendment to Revolving and Term Loan Agreement dated May 13, 1996. b. The Registration Statement relating to the New Notes. c. Specimen Notes. d. The Restated Certificate of Incorporation of the Company. e. The By-laws of the Company. f. Certain governmental certificates as to the subsistence of the Company. g. Letters dated May 1 and May 13, 1996 from Marine Midland Bank as Agent under the Bank Credit Agreement Moog Inc. ___________, 1996 confirming all conditions subsequent to the effectiveness of the Amendments to the Bank Credit Facility have been satisfied. h. Certain records of the corporate proceedings of the Company. i. A certificate of an officer of the Company, dated as of May 10, 1996, as to certain facts relating to the Company. In our examination of the aforesaid certificates, records, documents and agreements, we have assumed with your consent the genuineness of all signatures, the legal capacity of all natural persons, the accuracy, completeness and authenticity of all documents submitted to us, the conformity with the original documents of all documents submitted to us as certified, telecopied, photostatic or reproduced copies, and the authenticity of all such original documents. We also have assumed the authenticity, accuracy and completeness of the foregoing certifications and statements of fact on which we are relying, and have made no independent investigation thereof. This opinion is given, and all statements herein are made, in the context of the foregoing. We do not express any opinion concerning any law other than the law of New York and the federal law of the United States. Based upon the aforesaid examination and assumptions, and subject to the above qualifications, it is our opinion that the New Notes have been duly authorized and, when executed, authenticated, delivered and paid for in accordance with the terms of the Registration Statement, will be valid and binding obligations of the Company. We note that John B. Drenning, a partner in the firm of Phillips, Lytle, Hitchcock, Blaine & Huber, is the Secretary of the Company. This opinion is furnished solely for your benefit and may not be relied on for any other purpose or furnished to, or relied on by, any other person, without our prior written consent. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement, and to the reference to our firm made in the prospectus which constitutes part of such Registration Statement, under the heading "Legal Matters." In so doing we do not thereby admit that we constitute experts as that term is used in Section 11 of the Securities Act. Very truly yours, ~~EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS~~

~~Exhibit 12 - Ratio of Earnings to Fixed Charges 000's omitted~~

INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE The Board of Directors Moog Inc.: The audits referred to in our report dated November 22, 1995, included the related financial statement schedule as of September 30, 1995 and for each of the years in the three-year period ended September 30, 1995, included in the registration statement. The financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statement schedule based on our audits. In our opinion, based on our audits and, with respect to the information included for certain wholly-owned subsidiaries and report of other auditors, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the prospectus. Our report covering the September 30, 1994 consolidated financial statements refers to changes in the method of accounting for income taxes and postretirement benefits other than pensions. KPMG Peat Marwick LLP Buffalo, New York May 28, 1996 KPMG Peat Marwick LLP 700 Main Place Tower BUFFALO New York 14202 Dear Sirs Consent of independent auditor We consent to the inclusion in the Registration Statement of our report dated 22 November 1995 on our audits of the financial statements of Moog Controls Limited. We also consent to the reference to our firm under the caption "Experts". Cooper & Lybrand Gloucester 24 May 1996 MOOG INC. East Aurora, New York 14052-0018 U.S.A. CONSENT OF INDEPENDENT ACCOUNTS We consent to the inclusion herein of our report dated November 22, 1995 on our audits of the consolidated financial statements of Moog GmbH (a wholly-owned subsidiary of Moog Inc.) and subsidiary as of September 30, 1995 and for each of the years in the three years period ended September 30, 1995. We also consent to the reference to our firm under the caption "Experts". Stuttgart, Germany May 24, 1996 Coopers & Lybrand GmbH

dates indicated.


Signature	Title	Date


/s/ Robert T. Brady Robert T. Brady	Chairman of the Board, President and Chief Executive Officer and Director (Principal Executive Officer)	December 9, 2005

/s/ Robert R. Banta Robert R. Banta	Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Director	December 9, 2005

/s/ Donald R. Fishback Donald R. Fishback	Controller (Principal Accounting Officer)	December 9, 2005

/s/ Richard A. Aubrecht Richard A. Aubrecht	Director	December 9, 2005

/s/ Raymond Boushie Raymond Boushie	Director	December 9, 2005

/s/ James L. Gray James L. Gray	Director	December 9, 2005

/s/ Joe C. Green Joe C. Green	Director	December 9, 2005

/s/ John D. Hendrick John D. Hendrick	Director	December 9, 2005

II-5


Signature	Title	Date


/s/ Kraig H. Kayser Kraig H. Kayser	Director	December 9, 2005

/s/ Brian J. Lipke Brian J. Lipke	Director	December 9, 2005

/s/ Robert H. Maskrey Robert H. Maskrey	Director	December 9, 2005

/s/ Albert F. Myers Albert F. Myers	Director	December 9, 2005

II-6

EXHIBIT INDEX


Exhibit
No.			Description

	2	.1	Stock Purchase Agreement between Moog Inc., Moog Torrance Inc. and AlliedSignal Inc., incorporated by reference to exhibit 2.1 of the Company’s report on Form 8-K dated June 15, 1994.
	2	.2	Asset Purchase Agreement dated as of September 22, 1996 between Moog Inc., Moog Controls Inc., International Motion Control Inc., Enidine Holdings, L.P. and Enidine Holding Inc., incorporated by reference to exhibit 2.1 of the Company’s report on Form 8-K dated October 28, 1996.
	2	.3	Stock Purchase Agreement dated October 20, 1998 between Raytheon Aircraft Company and Moog Inc., incorporated by reference to exhibit 2(i) of the Company’s report on Form 8-K dated November 30, 1998.
	2	.4	Asset Purchase and Sale Agreement by and between Litton Systems, Inc. and Moog Inc. dated as of August 14, 2003, incorporated by reference to exhibit 2.1 of the Company’s report on Form 8-K dated September 4, 2003.
	2	.5	Stock Purchase Agreement by and among Kaydon Corporation, Kaydon Corporation Limited and Kaydon Acquisition IX, Inc. and Moog Inc., Moog Controls Limited and Moog Canada Corporation, dated July 26, 2005, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended June 25, 2005.
	3	.1	Restated Certificate of Incorporation of the Company, incorporated by reference to exhibit (3) of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1989.
	3	.2	Restated By-laws of the Company, incorporated by reference to appendix B of the proxy statement filed under Schedule 14A on December 2, 2003.
	4	.1	Form of Indenture between Moog Inc. and JPMorgan Chase Bank, N.A., as Trustee, dated January 10, 2005, relating to the 6¹/4% Senior Subordinated Notes due 2015, incorporated by reference to exhibit 4.1 of the Company’s report on Form 8-K dated January 5, 2005.
	4	.2	First Supplemental Indenture between Moog Inc. and Banc of America Securities, LLC, dated as of September 12, 2005, incorporated by reference to exhibit 4.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005.
	4	.3	Registration Rights Agreement between Moog Inc. and Banc of America Securities, LLC, dated as of September 12, 2005, incorporated by reference to exhibit 4.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005.
	5	.1	Opinion of Hodgson Russ LLP (Filed herewith).
	9	.1	Agreement as to Voting, effective November 30, 1983, incorporated by reference to exhibit (i) of the Company’s report on Form 8-K dated December 9, 1983.
	9	.2	Agreement as to Voting, effective October 15, 1988, incorporated by reference to exhibit (i) of the Company’s report on Form 8-K dated November 30, 1988.
	10	.1	Deferred Compensation Plan for Directors and Officers, amended and restated May 16, 2002, incorporated by reference to exhibit 10(ii) of the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002.
	10	.2	Savings and Stock Ownership Plan, incorporated by reference to exhibit 4(b) of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1989.
	10	.3	Form of Employment Termination Benefits Agreement between Moog Inc. and Employee-Officers other than the Treasurer and Controller, incorporated by reference to exhibit 10(vii) of the Company’s Annual Report on Form 10-K for the fiscal year ended September 25, 1999.
	10	.4	Supplemental Retirement Plan, as amended and restated, effective October 1, 1978 — amended August 30, 1983, May 19, 1987, August 30, 1988, December 12, 1996, November 11, 1999 and November 29, 2001, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended December 31, 2002.
	10	.5	1998 Stock Option Plan, incorporated by reference to exhibit A of the proxy statement filed under Schedule 14A on January 5, 1998.
	10	.6	2003 Stock Option Plan, incorporated by reference to exhibit A of the proxy statement filed under Schedule 14A on January 9, 2003.


Exhibit
No.			Description

	10	.7	Amended and Restated Loan Agreement among Certain Lenders, HSBC Bank USA, as agent, and Moog Inc. dated as of March 3, 2003, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended March 31, 2003.
	10	.8	Modification No. 1 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, as agent, and Moog Inc. dated as of August 6, 2003, incorporated by reference to exhibit 10.1 of the Company’s report on Form 8-K dated September 4, 2003.
	10	.9	Moog Inc. Stock Employee Compensation Trust Agreement effective December 2, 2003, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended December 31, 2003.
	10	.10	Modification No. 2 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, as agent, and Moog Inc., dated as of March 5, 2004, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended March 31, 2004.
	10	.11	Form of Indemnification Agreement for officers, directors and key employees, incorporated by reference to exhibit 10.1 of the Company’s report on Form 8-K dated November 30, 2004.
	10	.12	Forms of Stock Option Agreements under 1998 Stock Option Plan and 2003 Stock Option Plan, incorporated by reference to exhibit 10.12 of the Company’s Annual report on Form 10-K for the fiscal year ended September 25, 2004.
	10	.13	Modification No. 3 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, National Association, as agent, and Moog Inc., dated as of December 17, 2004, incorporated by reference to exhibit 10.1 of the Company’s report on Form 8-K dated December 29, 2004.
	10	.14	Description of Management Profit Sharing Program, incorporated by reference to exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended March 26, 2005.
	10	.15	Modification No. 4 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, National Association, as agent, and Moog Inc., dated as of April 13, 2005, incorporated by reference to exhibit 10.2 of the Company’s report on Form 10-Q for the quarter ended March 26, 2005.
	10	.16	Modification No. 5 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, National Association, as agent, and Moog Inc., dated as of July 19, 2005, incorporated by reference to exhibit 10.2 of the Company’s report on Form 10-Q for the quarter ended June 25, 2005.
	12	.1	Computation of Ratio of Earnings to Fixed Charges (Filed herewith).
	21	.1	Subsidiaries of the Company:
			Moog AG, Incorporated in Switzerland, wholly-owned subsidiary with branch operation in Ireland
			Moog Australia Pty. Ltd., Incorporated in Australia, wholly-owned subsidiary
			Moog do Brasil Controles Ltda., Incorporated in Brazil, wholly-owned subsidiary
			(a) Moog de Argentina Srl, Incorporated in Argentina, wholly-owned subsidiary of Moog do Brasil Controles Ltda.
			Moog Components Group Inc., Incorporated in New York, wholly-owned subsidiary
			Moog Controls Corporation, Incorporated in Ohio, wholly-owned subsidiary with branch operation in the Republic of the Philippines
			Moog Controls Hong Kong Ltd., Incorporated in People’s Republic of China, wholly-owned subsidiary
			(a) Moog Motion Controls (Shanghai) Co., Ltd., Incorporated in People’s Republic of China, wholly-owned subsidiary of Moog Controls Hong Kong Ltd.
			Moog Controls (India) Private Ltd., Incorporated in India, wholly-owned subsidiary
			Moog Controls Ltd., Incorporated in the United Kingdom, wholly-owned subsidiary
			(a) Moog Norden A.B., Incorporated in Sweden, wholly-owned subsidiary of Moog Controls Ltd.
			(b) Moog OY, Incorporated in Finland, wholly-owned subsidiary of Moog Controls Ltd.
			(c) IDM Technologies Limited, Incorporated in the United Kingdom, wholly-owned subsidiary of Moog Controls Ltd.
			Moog Control System (Shanghai) Co. Ltd., Incorporated in People’s Republic of China, wholly-owned subsidiary


Exhibit
No.			Description

			Moog Europe Holdings y Cia, S.C.S., Incorporated in Spain, wholly-owned subsidiary
			(a) Moog Holding GmbH KG, a partnership organized in Germany, wholly-owned subsidiary of Moog Europe Holdings y Cia, S.C.S.
			(1) Moog GmbH, Incorporated in Germany, wholly-owned subsidiary of Moog Holding GmbH KG
			(1.a) Moog Italiana S.r.l., Incorporated in Italy, wholly-owned subsidiary of Moog GmbH
			(2) Moog Hydrolux Sarl, Incorporated in Luxembourg, wholly-owned subsidiary of Moog Holding GmbH KG
			(3) Pro Control AG, Incorporated in Switzerland, wholly-owned subsidiary of Moog Holding GmbH KG
			(4) FCS Control Systems BV, Incorporated in the Netherlands, wholly-owned subsidiary of Moog Holding GmbH KG
			(4.a) FCS Test Systems, Incorporated in the Netherlands, wholly-owned subsidiary of FCS Control Systems BV
			(4.b) FCS Simulator Systems BV, Incorporated in the Netherlands, wholly-owned subsidiary of FCS Control Systems BV
			(4.c) FCS Kelsey Limited, Incorporated in the United Kingdom, wholly-owned subsidiary of FCS Control Systems BV
			(b) Moog Verwaltungs GmbH, Incorporated in Germany, wholly-owned subsidiary of Moog Europe Holdings y Cia, S.C.S.
			(c) Moog Ireland International Financial Services Centre Limited, Incorporated in Ireland, wholly-owned subsidiary of Moog Europe Holdings y Cia, S.C.S.
			(d) Focal Technologies Corporation, Incorporated in Canada, wholly-owned subsidiary of Moog Europe Holdings y Cia, S.C.S.
			Moog FSC Ltd., Incorporated in the Virgin Islands, wholly-owned subsidiary
			Moog Holland Aircraft Services BV, Incorporated in Holland, wholly-owned subsidiary
			Moog Industrial Controls Corporation, Incorporated in New York, wholly-owned subsidiary
			Moog Japan Ltd., Incorporated in Japan, wholly-owned subsidiary
			Moog Korea Ltd., Incorporated in South Korea, wholly-owned subsidiary
			Moog Properties, Inc., Incorporated in New York, wholly-owned subsidiary
			Moog Sarl, Incorporated in France, wholly-owned subsidiary, 95% owned by Moog Inc.; 5% owned by Moog GmbH
			Moog Singapore Pte. Ltd., Incorporated in Singapore, wholly-owned subsidiary
			(a) Moog Motion Controls Private Limited, Incorporated in India, wholly-owned subsidiary of Moog Singapore Pte. Ltd.
			Electro-Tec Corporation, Incorporated in Delaware, wholly-owned subsidiary
			FCS Com, Inc., Incorporated in Michigan, wholly-owned subsidiary
	23	.1	Consent of Ernst & Young LLP. (Filed herewith)
	23	.2	Consent of Hodgson Russ LLP (Filed herewith as exhibit 5.1).
	24	.1	Power of Attorney (included on the signature page of this registration statement).
	25	.1	Statement of Eligibility of Trustee on Form T-1 (Filed herewith).
	99	.1	Form of Letter of Transmittal (Filed herewith).
	99	.2	Notice of Guaranteed Deliver (Filed herewith).
	99	.3	Form of Letters to Clients (Filed herewith).
	99	.4	Form of Letters to Brokers (Filed herewith).


	Page

Disclosure Regarding Forward-Looking Statements		i
Summary		1
Summary Description of the Exchange Offer		4
Consequence of Not Exchanging Old Notes		8
Summary Description of the New Notes		9
Risk Factors		11
Use of Proceeds		23
Ratio of Earnings to Fixed Charges		23
Selected Financial Data		24
Description of Certain Indebtedness		26
The Exchange Offer		27
Description of the New Notes		35
Certain U.S. Federal Income Tax Considerations		76
Plan of Distribution		80
Legal Matters		81
Experts		81
Where You Can Find More Information		81
EX-5.1: OPINION OF HODGSON RUSS LLP
EX-12.1: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-23.1: CONSENT OF ERNST & YOUNG LLP
EX-25.1: T-1
EX-99.1: FORM OF LETTER OF TRANSMITTAL
EX-99.2: NOTICE OF GUARANTEED DELIVERY
EX-99.3: FORM OF LETTERS TO CLIENTS
EX-99.4: FORM OF LETTERS TO BROKERS


		Investment would be permitted under the covenant described in this prospectus under the caption “— Certain Covenants — Restricted Payments;”

	(3)	such Subsidiary does not own any Equity Interests of, or hold any Liens on any property of, Moog or any Restricted Subsidiary thereof,

	(4)	the Subsidiary being so designated:


	acquisition and do not extend to any property other than the property so acquired by Moog or the Restricted Subsidiary;

	(5) Liens existing on the Issue Date;

	(6) Liens incurred in the ordinary course of business of Moog or any Restricted Subsidiary of Moog with respect to obligations that do not exceed $10.0 million at any one time outstanding;

	(7) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described in this prospectus under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”providedthat any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement; and

	(8) Liens securing Permitted Refinancing Indebtedness;providedthat any such Lien covers only the assets that secure the Indebtedness being refinanced.